Naphthyridine compounds as inhibitors of kras

ABSTRACT

Disclosed are compounds of Formula I, methods of using the compounds for inhibiting KRAS activity and pharmaceutical compositions comprising such compounds. The compounds are useful in treating, preventing or ameliorating diseases or disorders associated with KRAS activity such as cancer.

RELATED APPLICATIONS

This application claims priority to U.S. Provisional Application No. 63/239,152 filed on Aug. 31, 2021 and U.S. Provisional Application No. 63/364,593 filed on May 12, 2022, the entire contents of which are hereby incorporated by reference in their entirety.

FIELD OF THE INVENTION

The disclosure provides compounds as well as their compositions and methods of use. The compounds modulate KRAS activity and are useful in the treatment of various diseases including cancer.

BACKGROUND OF THE INVENTION

Ras proteins are part of the family of small GTPases that are activated by growth factors and various extracellular stimuli. The Ras family regulates intracellular signaling pathways responsible for growth, migration, survival and differentiation of cells. Activation of RAS proteins at the cell membrane results in the binding of key effectors and initiation of a cascade of intracellular signaling pathways within the cell, including the RAF and PI3K kinase pathways. Somatic mutations in RAS may result in uncontrolled cell growth and malignant transformation while the activation of RAS proteins is tightly regulated in normal cells (Simanshu, D. et al. Cell 170.1 (2017):17-33).

The Ras family is comprised of three members: KRAS, NRAS and HRAS. RAS mutant cancers account for about 25% of human cancers. KRAS is the most frequently mutated isoform accounting for 85% of all RAS mutations whereas NRAS and HRAS are found mutated in 12% and 3% of all Ras mutant cancers respectively (Simanshu, D. et al. Cell 170.1 (2017):17-33). KRAS mutations are prevalent amongst the top three most deadly cancer types: pancreatic (97%), colorectal (44%), and lung (30%) (Cox, A. D. et al. Nat Rev Drug Discov (2014) 13:828-51). The majority of RAS mutations occur at amino acid residue 12, 13, and 61. The frequency of specific mutations varies between RAS gene isoforms and while G12 and Q61 mutations are predominant in KRAS and NRAS respectively, G12, G13 and Q61 mutations are most frequent in HRAS. Furthermore, the spectrum of mutations in a RAS isoform differs between cancer types. For example, KRAS G12D mutations predominate in pancreatic cancers (51%), followed by colorectal adenocarcinomas (45%) and lung cancers (17%) while KRAS G12 V mutations are associated with pancreatic cancers (30%), followed by colorectal adenocarcinomas (27%) and lung adenocarcinomas (23%) (Cox, A. D. et al. Nat Rev Drug Discov (2014) 13:828-51). In contrast, KRAS G12C mutations predominate in non-small cell lung cancer (NSCLC) comprising 11-16% of lung adenocarcinomas, and 2-5% of pancreatic and colorectal adenocarcinomas (Cox, A. D. et al. Nat. Rev. Drug Discov. (2014) 13:828-51). Genomic studies across hundreds of cancer cell lines have demonstrated that cancer cells harboring KRAS mutations are highly dependent on KRAS function for cell growth and survival (McDonald, R. et al. Cell 170 (2017): 577-592). The role of mutant KRAS as an oncogenic driver is further supported by extensive in vivo experimental evidence showing mutant KRAS is required for early tumour onset and maintenance in animal models (Cox, A. D. et al. Nat Rev Drug Discov (2014) 13:828-51).

Taken together, these findings suggest that KRAS mutations play a critical role in human cancers; development of inhibitors targeting mutant KRAS may therefore be useful in the clinical treatment of diseases that are characterized by a KRAS mutation.

SUMMARY

The present disclosure provides, inter alia, a compound of Formula I:

or a pharmaceutically acceptable salt thereof, wherein constituent variables are defined herein.

The present disclosure further provides a pharmaceutical composition comprising a compound of the disclosure, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier or excipient.

The present disclosure further provides methods of inhibiting KRAS activity, which comprises administering to an individual a compound of the disclosure, or a pharmaceutically acceptable salt thereof. The present disclosure also provides uses of the compounds described herein in the manufacture of a medicament for use in therapy. The present disclosure also provides the compounds described herein for use in therapy.

The present disclosure further provides methods of treating a disease or disorder in a patient comprising administering to the patient a therapeutically effective amount of a compound of the disclosure, or a pharmaceutically acceptable salt thereof.

DETAILED DESCRIPTION Compounds

In an aspect, provided herein is a compound of Formula I:

or a pharmaceutically acceptable salt thereof,

wherein:

represents a single bond or a double bond;

-AR¹=BR²— is selected from —N═CR²—, and —CR¹═N—;

X is selected from N and CR⁵;

Y is selected from N and CR⁶;

R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2), C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))NR^(c2)R^(d2) NR^(c2)C(═NR^(e2))R^(b2), NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2) S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2), and BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³;

Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

when R³N

CR⁴ is a single bond, then R⁴ is selected from ═O and ═S; and

R³ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

when R³N

CR⁴ is a double bond, then R³ is absent; and

R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3), OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3), NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), C(═NR^(e3))R^(b3), C(═NOR^(a3))R^(b3), C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))R^(b3), NR^(c3)S(O)R^(b3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3), S(O)R^(b3), S(O)NR^(c3)R^(d3) S(O)₂R^(b3), S(O)₂NR^(c3)R^(d3), and BR^(h3)R^(i3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

R⁵ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a5), SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5), OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5), NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), C(═NR^(e5))R^(b5), C(═NOR^(a5))R^(b5), C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))R^(b5), NR^(c5)S(O)R^(b5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5), S(O)R^(b5), S(O)NR^(c5)R^(d5), S(O)₂R^(b5), S(O)₂NR^(c5)R^(d5), and BR^(h5)R^(i5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a6), SR^(a6), C(O)R^(b6), C(O)NR^(c6)R^(d6), C(O)OR^(a6), OC(O)R^(b6), OC(O)NR^(c6)R^(d6), NR^(c6)R^(d6), NR^(c6)C(O)R^(b6), NR^(c6)C(O)OR^(a6), NR^(c6)C(O)NR^(c6)R^(d6), C(═NR^(e6))R^(b6), C(═NOR^(a6))R^(b6), C(═NR^(e6))NR^(c6)R^(d6), NR^(c6)C(═NR^(e6))NR^(c3)R^(d6), NR^(c6)C(═NR^(e6))R^(b6), NR^(c6)S(O)R^(b6), NR^(c6)S(O)₂R^(b6), NR^(c6)S(O)₂NR^(c6)R^(d6), S(O)R^(b6), S(O)NR^(c6)R^(d6), S(O)₂R^(b6), S(O)₂NR^(c)R^(d6), and BR^(h6)R^(i6); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰;

R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), C(═NR^(e7))R^(b7), C(═NOR^(a7))R^(b7), C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))R^(b7), NR^(c7)S(O)R^(b7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7), S(O)R^(b7), S(O)NR^(c7)R^(d7), S(O)₂R^(b7), S(O)₂NR^(c7)R^(d7), and BR^(h7)R^(i7); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰;

Cy² is selected from C₃₋₁₀ cycloalkyl, 4-14 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-14 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-14 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-14 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R²⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10), C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10), S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10), and BR^(h10)R^(i10); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a1), SR^(a11), C(O)R^(b11), C(O)NR^(c11)R^(d11), C(O)OR^(a11), OC(O)R^(b11), OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11), NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11), NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11), S(O)₂R^(b11), S(O)₂NR^(c11)R^(d11), and BR^(h11)R^(i11); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²;

each R¹² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a12), SR^(a12), C(O)R^(b12), C(O)NR^(c12)R^(d12), C(O)OR^(a12), OC(O)R^(b12), OC(O)NR^(c12)R^(d12), NR^(c12)R^(d12), NR^(c12)C(O)R^(b12), NR^(c12)C(O)OR^(a12), NR^(c12)C(O)NR^(c12)R^(d12), NR^(c12)S(O)R^(b12), NR^(c12)S(O)₂R^(b12), NR^(c12)S(O)₂NR^(c12)R^(d12), S(O)R^(b12), S(O)NR^(c12)R^(d12), S(O)₂R^(b12), S(O)₂NR^(c12)R^(d12), and BR^(h12)R^(i12); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a20), SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20), C(═NR^(e20))R^(b20), C(═NOR^(a20))R^(b20), C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)S(O)R^(b20), NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20), S(O)NR^(c20)R^(d20), S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and BR^(h20)R^(i20); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

each R²¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a21), SR^(a21), C(O)R^(b21), C(O)NR^(c21)R^(d21), C(O)OR^(a21), OC(O)R^(b21), OC(O)NR^(c21)R^(d21), NR^(c21)R^(d21) NR^(c21)C(O)R^(b21), NR^(c21)C(O)OR^(a21), NR^(c21)C(O)NR^(c21)R^(d21), NR^(c21)S(O)R^(b21), NR^(c21)S(O)₂R^(b21), NR^(c21)S(O)₂NR^(c21)R^(d21), S(O)R^(b21), S(O)NR^(c21)R^(d21), S(O)₂R^(b21), S(O)₂NR^(c21)R^(d21), and BR^(h21)R^(i21); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²;

each R²² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a22), SR^(a22), C(O)R^(b22), C(O)NR^(c22)R^(d22), C(O)OR^(a22), OC(O)R^(b22), OC(O)NR^(c22)R^(d22), NR^(c22)R^(d22), NR^(c22)C(O)R^(b22), NR^(c22)C(O)OR^(a22), NR^(c22)C(O)NR^(c22)R^(d22), NR^(c22)S(O)R^(b22), NR^(c22)S(O)₂R^(b22), NR^(c22)S(O)₂NR^(c22)R^(d22), S(O)R^(b22), S(O)NR^(c22)R^(d22), S(O)₂R^(b22) S(O)₂NR^(c22)R^(d22), and BR^(h22)R^(i22); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a23), SR^(a23), C(O)R^(b23), C(O)NR^(c23)R^(d23), C(O)OR^(a23), OC(O)R^(b23), OC(O)NR^(c23)R^(d23), NR^(c23)R^(d23), NR^(c23)C(O)R^(b23), NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23), NR^(c23)S(O)R^(b23), NR^(c23)S(O)₂R^(b23), NR^(c23)S(O)₂NR^(c23)R^(d23), S(O)R^(b23), S(O)NR^(c23)R^(d23), S(O)₂R^(b23), S(O)₂NR^(c23)R^(d23), and BR^(h23)R^(i23); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁴;

each R²⁴ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a24), SR^(a24), C(O)R^(b24), C(O)NR^(c24)R^(d24), C(O)OR^(a24), OC(O)R^(b24) OC(O)NR^(c24)R^(d24), NR^(c24)R^(d24), NR^(c24)C(O)R^(b24), NR^(c24)C(O)OR^(a24), NR^(c24)C(O)NR^(c24)R^(d24) NR^(c24)S(O)R^(b24), NR^(c24)S(O)₂R^(b24), NR^(c24)S(O)₂NR^(c24)R^(d24), S(O)R^(b24), S(O)NR^(c24)R^(d24), S(O)₂R^(b24), S(O)₂NR^(c24)R^(d24), and BR^(h24)R^(i24); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a30), SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)R^(b30), NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)R^(b30), S(O)NR^(c30)R^(d30), S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and BR^(h30)R^(i30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31), OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31) NR^(c31)C(O)R^(b31), NR^(c1)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31), NR^(c31)S(O)R^(b31), NR^(c1)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31), S(O)NR^(c31)R^(d31), S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and BR^(h31)R^(i31); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²;

each R³² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a32), SR^(a32), C(O)R^(b32), C(O)NR^(c32)R^(d32), C(O)OR^(a32), OC(O)R^(b32), OC(O)NR^(c32)R^(d32), NR^(c32)R^(d32), NR^(c32)C(O)R^(b32), NR^(c32)C(O)OR^(a32), NR^(c32)C(O)NR^(c32)R^(d32) NR^(c32)S(O)R^(b32), NR^(c32)S(O)₂R^(b32), NR^(c32)S(O)₂NR^(c32)R^(d32), S(O)R^(b32), S(O)NR^(c32)R^(d32), S(O)₂R^(b32), S(O)₂NR^(c32)R^(d32), and BR^(h32)R^(i32); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a60), SR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), OC(O)R^(b60) OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60), NR^(c60)C(O)R^(b60), NR^(c60)C(O)OR^(a60), NR^(c60)C(O)NR^(c60)R^(d60), NR^(c60)S(O)R^(b60), NR^(c60)S(O)₂R^(b60), NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)R^(b60), S(O)NR^(c60)R^(d60), S(O)₂R^(b60), S(O)₂NR^(c60)R^(d60), and BR^(h60)R^(i60); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶¹;

each R⁶¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a61), SR^(a61), C(O)R^(b61), C(O)NR^(c61)R^(d61), C(O)OR^(a61), OC(O)R^(b61), OC(O)NR^(c61)R^(d61), NR^(c61)R^(d61), NR^(c61)C(O)R^(b61), NR^(c1)C(O)OR^(a61), NR^(c61)C(O)NR^(c61)R^(d61), NR^(c61)S(O)R^(b61), NR^(c1)S(O)₂R^(b61), NR^(c61)S(O)₂NR^(c61)R^(d61), S(O)R^(b61), S(O)NR^(c61)R^(d61), S(O)₂R^(b61), S(O)₂NR^(c61)R^(d61), and BR^(h61)R^(i61); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶2;

each R⁶² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a62), SR^(a62), C(O)R^(b62), C(O)NR^(c62)R^(d62), C(O)OR^(a62), OC(O)R^(b62) OC(O)NR^(c2)R^(d62), NR^(c62)R^(d62), NR^(c62)C(O)R^(b62), NR^(c62)C(O)OR^(a62), NR^(c62)C(O)NR^(c62)R^(d62), NR^(c62)S(O)R^(b62), NR^(c62)S(O)₂R^(b62), NR^(c62)S(O)₂NR^(c62)R^(d62), S(O)R^(b62), S(O)NR^(c62)R^(d62), S(O)₂R^(b62), S(O)₂NR^(c62)R^(d62), and BR^(h62)R^(i62); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R⁷⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a70), SR^(a70), C(O)R^(b70), C(O)NR^(c70)R^(d70), C(O)OR^(a70), OC(O)R^(b70), OC(O)NR^(c70)R^(d70), NR^(c70)R^(d70), NR^(c70)C(O)R^(b70), NR^(c70)C(O)OR^(a70), NR^(c70)C(O)NR^(c70)R^(d70), NR^(c70)S(O)R^(b70), NR^(c70)S(O)₂R^(b70), NR^(c70)S(O)₂NR^(c70)R^(d70), S(O)R^(b70), S(O)NR^(c70)R^(d70), S(O)₂R^(b70), S(O)₂NR^(c70)R^(d70), and BR^(h70)R^(i70); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g);

each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h1) and R^(i1) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³;

or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³;

each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

each R^(e3) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h3) and R^(i3) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h3) and R¹³ attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a5), R^(b5), R^(c5), and R^(d5) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c5) and R^(d5) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g);

each R^(e5) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h5) and R^(i5) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h5) and R^(i5) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a6), R^(b6), R^(c6), and R^(d6) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰;

or any R^(c6) and R^(d6) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁶⁰;

each R^(e6) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h6) and R^(i6) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h6) and R^(i6) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰;

or any R^(c7) and R^(d7) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰;

each R^(e7) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h7) and R^(i7) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h7) and R^(i7) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

or any R^(c10) and R^(d11) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a11), R^(b11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²;

or any R^(c11) and R^(d11) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R¹²;

each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a12), R^(b12), R^(c12) and R^(d12), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h12) and R^(i12) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h12) and R^(i12) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

or any R^(c20) and R^(d20) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

each R^(e20) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a21), R^(b21), R^(c21) and R^(d21), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²;

or any R^(c21) and R^(d21) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R²²;

each R^(h21) and R^(i21) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h21) and R^(i21) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a22), R^(b22), R^(c22) and R^(d22), is independently selected from H, C1.6 alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h22) and R^(i22) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h22) and R^(i22) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a23), R^(b23), R^(c23) and R^(d23), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁴;

or any R^(c23) and R^(d23) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R²⁴;

each R^(h23) and R^(i23) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h23) and R^(i23) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a24), R^(b24), R^(c24) and R^(d24), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h24) and R^(i24) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h24) and R^(i24) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a31), R^(b31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²;

or any R^(c31) and R^(d31) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R³²;

each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a32), R^(b32), R^(c32) and R^(d32), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

or any R^(c32) and R^(d32) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h32) and R^(i32) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h32) and R^(i32) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶¹;

or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶¹;

each R^(h60) and R^(i60) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h60) and R^(i60) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a61), R^(b61), R^(c61) and R^(d61), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶²;

or any R^(c61) and R^(d61) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁶²;

each R^(h16) and R^(i61) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h16) and R^(i61) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a62), R^(b62), R^(c62) and R^(d62), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

or any R^(c62) and R^(d62) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h62) and R^(i62) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h62) and R^(i62) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a70), R^(b70), R^(c70) and R^(d70) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

or any R^(c70) and R^(d70) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

each R^(h70) and R^(i70) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h70) and R^(i70) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; and

each R^(g) is independently selected from D, OH, NO₂, CN, halo, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₃₋₆ cycloalkyl-C₁₋₂ alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃ alkoxy-C₁₋₃ alkyl, C₁₋₃ alkoxy-C₁₋₃ alkoxy, HO—C₁₋₃ alkoxy, HO—C₁₋₃ alkyl, cyano-C₁₋₃ alkyl, H₂N—C₁₋₃ alkyl, amino, C₁₋₆ alkylamino, di(C₁₋₆ alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆ alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, carboxy, C₁₋₆ alkylcarbonyl, C₁₋₆ alkoxycarbonyl, C₁₋₆ alkylcarbonylamino, C₁₋₆ alkoxycarbonylamino, C₁₋₆ alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆ alkylaminocarbonyloxy, di(C₁₋₆ alkyl)aminocarbonyloxy, C₁₋₆ alkylsulfonylamino, aminosulfonyl, C₁₋₆ alkylaminosulfonyl, di(C₁₋₆ alkyl)aminosulfonyl, aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆ alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆ alkylaminocarbonylamino, and di(C₁₋₆ alkyl)aminocarbonylamino;

provided that,

(a) Cy¹ is other than 3,5-dimethylisoxazol-4-yl; and

(b) R³ is other than CH₂CF₃.

In an embodiment of Formula I, or a pharmaceutically acceptable salt thereof,

represents a single bond or a double bond;

-AR¹=BR²— is selected from —N═CR²—, and —CR¹═N—;

X is selected from N and CR⁵;

Y is selected from N and CR⁶;

R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2), C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))NR^(c2)R^(d2) NR^(c2)C(═NR^(e2))R^(b2), NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2) S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2), and BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³;

Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 6-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

when R³N

CR⁴ is a single bond, then R⁴ is selected from ═O and ═S; and

R³ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

when R³N

CR⁴ is a double bond, then R³ is absent; and

R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3), OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3), NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), C(═NR^(e3))R^(b3), C(═NOR^(a3))R^(b3), C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))R^(b3), NR^(c3)S(O)R^(b3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3), S(O)R^(b3), S(O)NR^(c3)R^(d3), S(O)₂R^(b3), S(O)₂NR^(c3)R^(d3), and BR^(h3)R^(i3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

R⁵ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a5), SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5), OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5), NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), C(═NR^(e5))R^(b5), C(═NOR^(a5))R^(b5), C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))R^(b5), NR^(c5)S(O)R^(b5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5), S(O)R^(b5), S(O)NR^(c5)R^(d5), S(O)₂R^(b5), S(O)₂NR^(c5)R^(d5), and BR^(h5)R^(i5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a6), SR^(a6), C(O)R^(b6), C(O)NR^(c6)R^(d6), C(O)OR^(a6), OC(O)R^(b6), OC(O)NR^(c6)R^(d6), NR^(c6)R^(d6), NR^(c6)C(O)R^(b6), NR^(c6)C(O)OR^(a6), NR^(c6)C(O)NR^(c6)R^(d6), C(═NR^(e6))R^(b6), C(═NOR^(a6))R^(b6), C(═NR^(e6))NR^(c6)R^(d6), NR^(c6)C(═NR^(e6))NR^(c3)R^(d6), NR^(c6)C(═NR^(e6))R^(b6), NR^(c6)S(O)R^(b6), NR^(c6)S(O)₂R^(b6), NR^(c6)S(O)₂NR^(c6)R^(d6), S(O)R^(b6), S(O)NR^(c6)R^(d6), S(O)₂R^(b6), S(O)₂NR^(c)R^(d6), and BR^(h6)R^(i6); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰;

R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), C(═NR^(e7))R^(b7), C(═NOR^(a7))R^(b7), C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))R^(b7), NR^(c7)S(O)R^(b7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7), S(O)R^(b7), S(O)NR^(c7)R^(d7), S(O)₂R^(b7), S(O)₂NR^(c7)R^(d7), and BR^(h7)R^(i7); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰;

Cy² is selected from C₃₋₁₀ cycloalkyl, 4-14 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-14 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-14 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-14 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R²⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10), C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10), S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10), and BR^(h10)R^(i10); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a1), SR^(a11), C(O)R^(b11), C(O)NR^(c11)R^(d11), C(O)OR^(a11), OC(O)R^(b11), OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11), NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11), NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11), S(O)₂R^(b11), S(O)₂NR^(c11)R^(d11), and BR^(h11)R^(i11);

each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a20), SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20) NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20), C(═NR^(e20))R^(b20), C(═NOR^(a20))R^(b20), C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)S(O)R^(b20), NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20), S(O)NR^(c20)R^(d20), S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and BR^(h20)R^(i20); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

each R²¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a21), SR^(a21), C(O)R^(b21), C(O)NR^(c21)R^(d21), C(O)OR^(a21), OC(O)R^(b21), OC(O)NR^(c21)R^(d21), NR^(c21)R^(d21), NR^(c21)C(O)R^(b21), NR^(c21)C(O)OR^(a21), NR^(c21)C(O)NR^(c21)R^(d21), NR^(c21)S(O)R^(b21), NR^(c21)S(O)₂R^(b21), NR^(c21)S(O)₂NR^(c21)R^(d21), S(O)R^(b21), S(O)NR^(c21)R^(d21), S(O)₂R^(b21), S(O)₂NR^(c21)R^(d21), and BR^(h21)R^(i21); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²;

each R²² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a22), SR^(a22), C(O)R^(b22), C(O)NR^(c22)R^(d22), C(O)OR^(a22), OC(O)R^(b22), OC(O)NR^(c22)R^(d22), NR^(c22)R^(d22), NR^(c22)C(O)R^(b22), NR^(c22)C(O)OR^(a22), NR^(c22)C(O)NR^(c22)R^(d22) NR^(c22)S(O)R^(b22), NR^(c22)S(O)₂R^(b22), NR^(c22)S(O)₂NR^(c22)R^(d22), S(O)R^(b22), S(O)NR^(c22)R^(d22), S(O)₂R^(b22) S(O)₂NR^(c22)R^(d22), and BR^(h22)R^(i22);

each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a23), SR^(a23), C(O)R^(b23), C(O)NR^(c23)R^(d23), C(O)OR^(a23), OC(O)R^(b23), OC(O)NR^(c23)R^(d23), NR^(c23)R^(d23), NR^(c23)C(O)R^(b23), NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23), NR^(c23)S(O)R^(b23), NR^(c23)S(O)₂R^(b23), NR^(c23)S(O)₂NR^(c23)R^(d23), S(O)R^(b23), S(O)NR^(c23)R^(d23), S(O)₂R^(b23), S(O)₂NR^(c23)R^(d23), and BR^(h23)R^(i23);

each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a30), SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)R^(b30), NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)R^(b30), S(O)NR^(c30)R^(d30), S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and BR^(h30)R^(i30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31) OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31), NR^(c1)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31), NR^(c31)S(O)R^(b31), NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31), S(O)NR^(c31)R^(d31), S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and BR^(h31)R^(i31);

wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²;

each R³² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a32), SR^(a32), C(O)R^(b32), C(O)NR^(c32)R^(d32), C(O)OR^(a32), OC(O)R^(b32), OC(O)NR^(c32)R^(d32), NR^(c32)R^(d32), NR^(c32)C(O)R^(b32), NR^(c32)C(O)OR^(a32), NR^(c32)C(O)NR^(c32)R^(d32), NR^(c32)S(O)R^(b32), NR^(c32)S(O)₂R^(b32), NR^(c32)S(O)₂NR^(c32)R^(d32), S(O)R^(b32), S(O)NR^(c32)R^(d32), S(O)₂R^(b32) S(O)₂NR^(c32)R^(d32), and BR^(h32)R^(i32);

each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a60), SR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), OC(O)R^(b60), OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60), NR^(c60)C(O)R^(b60), NR^(c60)C(O)OR^(a60), NR^(c60)C(O)NR^(c60)R^(d60), NR^(c60)S(O)R^(b60), NR^(c60)S(O)₂R^(b60), NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)R^(b60), S(O)NR^(c60)R^(d60), S(O)₂R^(b60), S(O)₂NR^(c60)R^(d60), and BR^(h60)R^(i60); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶¹;

each R⁶¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a61), SR^(a61), C(O)R^(b61), C(O)NR^(c61)R^(d61), C(O)OR^(a61), OC(O)R^(b61), OC(O)NR^(c61)R^(d61), NR^(c61)R^(d61), NR^(c61)C(O)R^(b61), NR^(c1)C(O)OR^(a61), NR^(c61)C(O)NR^(c61)R^(d61), NR^(c61)S(O)R^(b61), NR^(c61)S(O)₂R^(b61), NR^(c61)S(O)₂NR^(c61)R^(d61), S(O)R^(b61), S(O)NR^(c61)R^(d61), S(O)₂R^(b61), S(O)₂NR^(c61)R^(d61), and BR^(h61)R^(i61);

each R⁷⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a70), SR^(a70), C(O)R^(b70), C(O)NR^(c70)R^(d70), C(O)OR^(a70), OC(O)R^(b70) OC(O)NR^(c70)R^(d70), NR^(c70)R^(d70), NR^(c70)C(O)R^(b70), NR^(c70)C(O)OR^(a70), NR^(c70)C(O)NR^(c70)R^(d70), NR^(c70)S(O)R^(b70), NR^(c70)S(O)₂R^(b70), NR^(c70)S(O)₂NR^(c70)R^(d70), S(O)R^(b70), S(O)NR^(c70)R^(d70), S(O)₂R^(b70), S(O)₂NR^(c70)R^(d70), and BR^(h70)R^(i70);

each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g);

each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h1) and R^(i1) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³;

or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³;

each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

each R^(e3) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h3) and R¹³ is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h3) and R¹³ attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a5), R^(b5), R^(c5), and R^(d5) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g);

or any R^(c5) and R^(d5) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g);

each R^(e5) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h5) and R^(i5) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h5) and R^(i5) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a6), R^(b6), R^(c6), and R^(d6) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰;

or any R^(c6) and R^(d6) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁶⁰;

each R^(e6) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h6) and R^(i6) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h6) and R^(i6) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰;

or any R^(c7) and R^(d7) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰;

each R^(e7) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h7) and R^(i7) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h7) and R^(i7) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹;

each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a11), R^(b11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl;

or any R^(c11) and R^(d11) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

or any R^(c20) and R^(d20) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

each R^(e20) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl;

each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a21), R^(b21), R^(c21) and R^(d21), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²;

or any R^(c21) and R^(d21) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R²²;

each R^(h21) and R^(i21) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h21) and R^(i21) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a22), R^(b22), R^(c22) and R^(d22), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl;

each R^(h22) and R^(i22) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h22) and R^(i22) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a23), R^(b23), R^(c23) and R^(d23), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl;

or any R^(c23) and R^(d23) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(h23) and R^(i23) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h23) and R^(i23) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a31), R^(b31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²;

or any R^(c31) and R^(d31) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R³²;

each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a32), R^(b32), R^(c32) and R^(d32), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl;

or any R^(c32) and R^(d32) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(h32) and R^(i32) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h32) and R^(i32) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶¹;

or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶¹;

each R^(h60) and R^(i60) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h60) and R^(i60) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a61), R^(b61), R^(c61) and R^(d61), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl;

or any R^(c61) and R^(d61) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(h61) and R^(i61) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h61) and R^(i61) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl;

each R^(a70), R^(b70), R^(c70) and R^(d70) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl;

or any R^(c70) and R^(d70) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(h70) and R^(i70) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h70) and R^(i70) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; and

each R^(g) is independently selected from D, OH, NO₂, CN, halo, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₃₋₆ cycloalkyl-C₁₋₂ alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃ alkoxy-C₁₋₃ alkyl, C₁₋₃ alkoxy-C₁₋₃ alkoxy, HO—C₁₋₃ alkoxy, HO—C₁₋₃ alkyl, cyano-C₁₋₃ alkyl, H₂N—C₁₋₃ alkyl, amino, C₁₋₆ alkylamino, di(C₁₋₆ alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆ alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, carboxy, C₁₋₆ alkylcarbonyl, C₁₋₆ alkoxycarbonyl, C₁₋₆ alkylcarbonylamino, C₁₋₆ alkoxycarbonylamino, C₁₋₆ alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆ alkylaminocarbonyloxy, di(C₁₋₆ alkyl)aminocarbonyloxy, C₁₋₆ alkylsulfonylamino, aminosulfonyl, C₁₋₆ alkylaminosulfonyl, di(C₁₋₆ alkyl)aminosulfonyl, aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆ alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆ alkylaminocarbonylamino, and di(C₁₋₆ alkyl)aminocarbonylamino.

In another embodiment, the compound of Formula I is a compound of Formula II:

or a pharmaceutically acceptable salt thereof, wherein:

-AR¹=BR²— is selected from —N═CR²—, and —CR¹═N—;

X is selected from N and CR⁵;

Y is selected from N and CR⁶;

R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)₂R^(b1), and S(O)₂NR^(c1)R^(d1);

R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)₂R^(b2), and S(O)₂NR^(c2)R^(d2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³;

Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 6-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3), OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3), NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3), S(O)₂R^(b3), and S(O)₂NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

R⁵ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a5), SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5), OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5), NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5), S(O)₂R^(b5), and S(O)₂NR^(c5)R^(d5);

R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a6), SR^(a6), C(O)R^(b6), C(O)NR^(c6)R^(d6), C(O)OR^(a6), OC(O)R^(b6), OC(O)NR^(c6)R^(d6), NR^(c6)R^(d6), NR^(c6)C(O)R^(b6), NR^(c6)C(O)OR^(a6), NR^(c6)C(O)NR^(c6)R^(d6), NR^(c6)S(O)₂R^(b6), NR^(c6)S(O)₂NR^(c6)R^(d6), S(O)₂R^(b6), and S(O)₂NR^(c6)R^(d6); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰;

R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7), S(O)₂R^(b7), and S(O)₂NR^(c7)R^(d7);

Cy² is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R²⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)₂R^(b10), and S(O)₂NR^(c10)R^(d10);

each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a20), SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20), NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

each R²¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a21), SR^(a21), C(O)R^(b21), C(O)NR^(c21)R^(d21), C(O)OR^(a21), OC(O)R^(b21), OC(O)NR^(c21)R^(d21), NR^(c21)R^(d21), NR^(c21)C(O)R^(b21), NR^(c21)C(O)OR^(a21), NR^(c21)C(O)NR^(c21)R^(d21), NR^(c21)S(O)₂R^(b21), NR^(c21)S(O)₂NR^(c21)R^(d21), S(O)₂R^(b21), and S(O)₂NR^(c21)R^(d21);

each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a23), SR^(a23), C(O)R^(b23), C(O)NR^(c23)R^(d23), C(O)OR^(a23), OC(O)R^(b23), OC(O)NR^(c23)R^(d23), NR^(c23)R^(d23), NR^(c23)C(O)R^(b23), NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23), NR^(c23)S(O)₂R^(b23), NR^(c23)S(O)₂NR^(c23)R^(d23), S(O)₂R^(b23), and S(O)₂NR^(c23)R^(d23);

each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a30), SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)₂R^(b30), and S(O)₂NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31), OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31), NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31), NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)₂R^(b31), and S(O)₂NR^(c31)R^(d31);

each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a60), SR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), OC(O)R^(b60), OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60), NR^(c60)C(O)R^(b60), NR^(c60)C(O)OR^(a60), NR^(c60)C(O)NR^(c60)R^(d60), NR^(c60)S(O)₂R^(b60), NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)₂R^(b60), and S(O)₂NR^(c60)R^(d60);

each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl;

or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³;

or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³;

each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

each R^(a5), R^(b5), R^(c5), and R^(d5) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl;

or any R^(c5) and R^(d5) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a6), R^(b6), R^(c6), and R^(d6) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰;

or any R^(c6) and R^(d6) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁶⁰;

each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl;

or any R^(c7) and R^(d7) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl;

or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

or any R^(c20) and R^(d20) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

each R^(a21), R^(b21), R^(c21) and R^(d21), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl;

or any R^(c21) and R^(d21) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a23), R^(b23), R^(c23) and R^(d23), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl;

or any R^(c23) and R^(d23) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

each R^(a31), R^(b31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl;

or any R^(c31) and R^(d31) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group;

each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; and

or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group.

In another embodiment of Formula II, or a pharmaceutically acceptable salt thereof,

-AR¹=BR²— is selected from —N═CR²—, and —CR¹═N—;

X is selected from N and CR⁵;

Y is selected from N and CR⁶;

R¹ is H;

R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, CN, OR^(a2), and NR^(c2)R^(d2); wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²³;

Cy¹ is selected from C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 6-10 membered heteroaryl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 6-10 membered heteroaryl is optionally substituted by oxo to form a carbonyl group; and wherein the C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁰;

R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, CN, OR^(a3), C(O)NR^(c3)R^(d3) and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰;

R⁵ is H;

R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, CN, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, OR^(a6), and NR^(c6)R^(d6); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R⁶⁰;

R⁷ is halo;

Cy² is 4-7 membered heterocycloalkyl; wherein the 4-7 membered heterocycloalkyl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 4-7 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-7 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R²⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, CN, and OH;

each R²⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, CN, OR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20) and NR^(c20)R^(d20);

each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, CN, OR^(a23), and NR^(c23)R^(d23);

each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, CN, OR^(a30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹;

each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, CN, OR^(a31) and NR^(c31)R^(d31);

each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, CN, OR^(a60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), and NR^(c60)R^(d60);

each R^(a2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²³;

each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰;

each R^(a6), R^(c6), and R^(d6) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R⁶⁰;

each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, or 3 substituents independently selected from R²¹;

each R^(a23), R^(c23) and R^(d23) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹;

each R^(a31), R^(c31) and R^(d31) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; and

each R^(a60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl.

In yet another embodiment of Formula II, or a pharmaceutically acceptable salt thereof,

-AR¹=BR²— is selected from —N═CR²—, and —CR¹═N—;

X is selected from N and CR⁵;

Y is selected from N and CR⁶;

R¹ is selected from H, D, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a2), and NR^(c2)R^(d2); wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²³;

Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 6-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁰;

R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, D, CN, OR^(a3), C(O)NR^(c3)R^(d3) and NR^(c3)R^(d3) wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰;

R⁵ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a5), and NR^(c5)R^(d5);

R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a6), and NR^(c6)R^(d6); wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R⁶⁰;

R⁷ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl, halo, D, CN, OR^(a7), and NR^(c7)R^(d7);

Cy² is selected from 4-7 membered heterocycloalkyl; wherein the 4-7 membered heterocycloalkyl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 4-7 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-7 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R²⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a10), C(O)NR^(c10)R^(d10), and NR^(c10)R^(d10);

each R²⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20) and NR^(c20)R^(d20); wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²¹;

each R²¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a21) and NR^(c21)R^(d21);

each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a23) and NR^(c23)R^(d23);

each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹;

each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a31) and NR^(c31)R^(d31);

each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), and NR^(c60)R^(d60);

each R^(a2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²³;

each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰;

or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³⁰;

each R^(a5), R^(c5), and R^(d5) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each Rae, R^(c6), and R^(d6) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R⁶⁰;

each R^(a7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, or 3 substituents independently selected from R²¹;

each R^(a21), R^(c21) and R^(d21), is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a23), R^(c23) and R^(d23), is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from R³¹;

or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³¹;

each R^(a31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl;

each R^(a60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀cycloalkyl, and 4-10 membered heterocycloalkyl; and

or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group.

In still another embodiment of Formula II, or a pharmaceutically acceptable salt thereof,

-AR¹=BR²— is selected from —N═CR²—, and —CR¹═N—;

X is selected from N and CR⁵;

Y is selected from N and CR⁶;

R¹ is H;

R² is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²³;

Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R¹⁰;

R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, CN, OR^(a3), and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰;

R⁵ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

R⁶ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R⁶⁰;

R⁷ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl, halo, D, and CN;

Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6 membered heterocycloalkyl has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N, and O; and wherein the 4-6 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R²⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, and OR^(a10);

each R²⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, and C(O)R^(b20); wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²¹;

each R²¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN;

each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN;

each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a30), and NR^(c30)R^(a30); wherein said C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹;

each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN;

each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), and NR^(c60)R^(d60);

each R^(a3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰;

or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³⁰;

each R^(a10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(b20) is independently selected from C₂₋₆ alkenyl, and C₂₋₆ alkynyl; wherein said C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, or 3 substituents independently selected from R²¹;

each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹;

or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³¹;

each R^(a60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; and

or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group.

In another embodiment of Formula II, or a pharmaceutically acceptable salt thereof,

-AR¹=BR²— is selected from —N═CR²—, and —CR¹═N—;

X is selected from N and CR⁵;

Y is selected from N and CR⁶;

R¹ is H;

R² is C₁₋₆ alkyl optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³;

Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 6-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰;

R³ is absent;

R⁴ is selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and OR^(a3); wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

R⁵ is H;

R⁶ is C₁₋₆ alkyl optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰;

R⁷ is selected from H, C₁₋₆ alkyl, and halo;

Cy² is 4-14 membered heterocycloalkyl optionally substituted with 1, 2, 3 or 4 substituents independently selected from R²⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, halo, CN, and OR^(a10);

each R²⁰ is independently selected from C₁₋₆ alkyl and C(O)R^(b20); wherein said C₁₋₆ alkyl is optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

each R²¹ is independently selected from halo and CN;

each R²³ is CN;

each R³⁰ is independently selected from 4-10 membered heterocycloalkyl and NR^(c30)R^(d30); wherein said 4-10 membered heterocycloalkyl is optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹;

each R³¹ is independently selected from C₁₋₆ alkyl and halo;

each R⁶⁰ is independently selected from 4-10 membered heterocycloalkyl, C(O)NR^(c60)R^(d60), and C(O)OR^(a60);

each R^(a3) is C₁₋₆ alkyl optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰;

each R^(a10) is H;

each R^(b20) is C₂₋₆ alkenyl optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹;

each R^(c30) and R^(d30) is C₁₋₆ alkyl optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; and

each R^(a60), R^(c60) and R^(d60) is C₁₋₆ alkyl.

In another embodiment of Formula II, or a pharmaceutically acceptable salt thereof,

-AR¹=BR²— is selected from —N═CR²—, and —CR¹═N—;

X is N or CR⁵;

Y is N or CR⁶;

R¹ is H;

R² is C₁₋₆ alkyl optionally substituted with 1, 2, or 3 substituents independently selected from R²³;

Cy¹ is selected from napthyl, benzothiazolyl, chromyl, phenyl, indolyl, indolinyl, tetrahydroquinolinyl, dihydroindenyl, quinolinyl, and indazolyl, all of which are optionally substituted with 1, 2, or 3 substituents independently selected from R¹⁰;

R⁴ is selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, 6-10 membered heteroaryl, and OR^(a3); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 6-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R³⁰;

R⁵ is H;

R⁶ is C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, dihydroindolizinonyl, wherein C₁₋₆ alkyl and 4-10 membered heterocycloalkyl are optionally substituted with 1, 2, or 3 substituents independently selected from R⁶⁰;

R⁷ is C₁₋₃ alkyl or halo;

Cy² is 4-14 membered heterocycloalkyl optionally substituted with 1, 2, or 3 substituents independently selected from R²⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, halo, CN, and OH;

each R²⁰ is independently selected from C₁₋₆ alkyl and C(O)R^(b20); wherein said C₁₋₆ alkyl is optionally substituted with 1, 2, or 3 substituents independently selected from R²¹;

each R²¹ is independently selected from halo and CN;

each R²³ is CN;

each R³⁰ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said 4-10 membered heterocycloalkyl is optionally substituted with 1, 2, or 3 substituents independently selected from R³¹;

each R³¹ is independently selected from C₁₋₆ alkyl and halo;

each R⁶⁰ is independently selected from 4-10 membered heterocycloalkyl, pyridinonyl, C(O)NR^(c60)R^(d60), C(O)R^(a60), and C(O)OR^(a60);

each R^(a3) is C₁₋₆ alkyl optionally substituted with 1, 2, or 3 substituents independently selected from R³⁰;

each R^(b20) is C₂₋₆ alkenyl optionally substituted with 1, 2, or 3 substituents independently selected from R²¹;

each R^(c30) and R^(d30) is independently H or C₁₋₆ alkyl; and

each R^(a60), R^(c60) and R^(d60) is independently H or C₁₋₆ alkyl.

In another embodiment of Formula I, or a pharmaceutically acceptable salt thereof,

-AR¹=BR²— is selected from —N═CR²—, and —CR¹═N—;

X is selected from N and CR⁵;

Y is selected from N and CR⁶;

R¹ is selected from H, D, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a2), and NR^(c2)R^(d2); wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²³;

Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 6-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁰;

R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, D, CN, OR^(a3), C(O)NR^(c3)R^(d3) and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, C₃₋₁₀cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰;

R⁵ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a5), and NR^(c5)R^(d5);

R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a6), and NR^(c6)R^(d6); wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R⁶⁰;

R⁷ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl, halo, D, CN, OR^(a7), and NR^(c7)R^(d7);

Cy² is selected from 4-7 membered heterocycloalkyl; wherein the 4-7 membered heterocycloalkyl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 4-7 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-7 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R²⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a10), C(O)NR^(c10)R^(d10), and NR^(c10)R^(d10);

each R²⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20) and NR^(c20)R^(d20); wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²¹;

each R²¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a21) and NR^(c21)R^(d21);

each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a23) and NR^(c23)R^(d23);

each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a30), C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹;

each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a31) and NR^(c31)R^(d31);

each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), and NR^(c60)R^(d60);

each R^(a2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²³;

each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰;

or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³⁰;

each R^(a5), R^(c5), and R^(d5) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a6), R^(c6), and R^(d6) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R⁶⁰;

each R^(a7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, or 3 substituents independently selected from R²¹;

each R^(a21), R^(c21) and R^(d21), is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a23), R^(c23) and R^(d23), is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹;

or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³¹;

each R^(a31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl;

each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl; and or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group.

In yet another embodiment of Formula I, or a pharmaceutically acceptable salt thereof,

-AR¹=BR²— is selected from —N═CR²—, and —CR¹═N—;

X is selected from N and CR⁵;

Y is selected from N and CR⁶;

R¹ is H;

R² is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²³;

Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 6-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 6-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R¹⁰;

R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, CN, OR^(a3), and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰;

R⁵ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R⁶⁰;

R⁷ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl, halo, D, and CN;

Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6 membered heterocycloalkyl has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N, and O; and wherein the 4-6 membered heterocycloalkyl, is optionally substituted with 1 or 2 substituents independently selected from R²⁰;

each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, and OR^(a10);

each R²⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, and C(O)R^(b20); wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²¹;

each R²¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN;

each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN;

each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a30), C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹;

each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN;

each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), and NR^(c60)R^(d60);

each R^(a3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from R³⁰;

or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³⁰;

each R^(a10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl;

each R^(b20) is independently selected from C₂₋₆ alkenyl, and C₂₋₆ alkynyl; wherein said C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, or 3 substituents independently selected from R²¹;

each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from R³¹;

or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³¹;

each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; and

or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group.

In an embodiment, the compound of Formula I is a compound of Formula III:

or a pharmaceutically acceptable salt thereof.

In an embodiment of Formula III, or a pharmaceutically acceptable salt thereof,

Cy¹ is selected from naphthyl, indolyl, tetrahydroquinolinyl, indolinyl, dihydroindenyl, quinolinyl, and indazolyl, all of which are optionally substituted with 1 or 2 substituents independently selected from OH, halo, CN, and C₁₋₆ alkyl;

R⁶ is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from oxazolidin-2-one, CO₂C₁₋₆ alkyl, and CON(C₁₋₆ alkyl)₂;

R⁷ is selected from H and halo;

Cy² is selected from 2-azabicyclo[2.1.1]hexane and piperidine, both of which are optionally substituted with 1 or 2 substituents independently selected from CO(C₂₋₆ haloalkenyl) and C₁₋₆ alkyl-CN; and

R^(a3) is C₁₋₆ alkyl optionally substituted with pyrrolidine or hexahydropyrrolizine, wherein said pyrrolidine is optionally substituted with C₁₋₆ alkyl and hexahydropyrrolizine is optionally substituted with halo.

In another embodiment of Formula III, or a pharmaceutically acceptable salt thereof,

Cy¹ is selected from naphthyl, phenyl, benzothiazolyl, chromanyl, indolyl, tetrahydroquinolinyl, indolinyl, dihydroindenyl, quinolinyl, and indazolyl, all of which are optionally substituted with 1 or 2 substituents independently selected from OH, halo, CN, and C₁₋₆ alkyl;

R⁶ is C₁₋₆ alkyl or dihydroindolizinone, wherein said alkyl is optionally substituted with 1 or 2 substituents independently selected from oxazolidin-2-one, pyridin-2-one, CO₂C₁₋₆ alkyl, COC₁₋₆ alkyl, and CON(C₁₋₆ alkyl)₂;

R⁷ is selected from H and halo;

Cy² is selected from 2-azabicyclo[2.1.1]hexane and piperidine, both of which are optionally substituted with 1 or 2 substituents independently selected from CO(C₂₋₆ haloalkenyl) and C₁₋₆ alkyl-CN; and

R^(a3) is C₁₋₆ alkyl optionally substituted with pyrrolidine or hexahydropyrrolizine, wherein said pyrrolidine is optionally substituted with C₁₋₆ alkyl and hexahydropyrrolizine is optionally substituted with halo.

In another embodiment, the compound of Formula I is a compound of Formula IV:

or a pharmaceutically acceptable salt thereof.

In an embodiment of Formula IV, or a pharmaceutically acceptable salt thereof,

Cy¹ is selected from naphthyl, indolyl, tetrahydroquinolinyl, indolinyl, dihydroindenyl, quinolinyl, and indazolyl, all of which are optionally substituted with 1 or 2 substituents independently selected from OH, halo, CN, and C₁₋₆ alkyl;

R⁶ is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from oxazolidin-2-one, CO₂C₁₋₆ alkyl, and CON(C₁₋₆ alkyl)₂;

R⁷ is selected from H and halo;

Cy² is selected from 2-azabicyclo[2.1.1]hexane and piperidine, both of which are optionally substituted with 1 or 2 substituents independently selected from CO(C₂₋₆ haloalkenyl) and C₁₋₆ alkyl-CN; and

R^(a3) is C₁₋₆ alkyl optionally substituted with pyrrolidine, hexahydropyrrolizine, wherein said pyrrolidine is optionally substituted with C₁₋₆ alkyl and hexahydropyrrolizine is optionally substituted with halo.

In yet another embodiment, the compound of Formula I is a compound of Formula V:

or a pharmaceutically acceptable salt thereof.

In an embodiment of Formula V, or a pharmaceutically acceptable salt thereof,

Cy¹ is selected from naphthyl, indolyl, tetrahydroquinolinyl, indolinyl, dihydroindenyl, quinolinyl, and indazolyl, all of which are optionally substituted with 1 or 2 substituents independently selected from OH, halo, CN, and C₁₋₆ alkyl;

R⁴ is azetidine optionally substituted with 1 or 2 substituents independently selected from N(C₁₋₆ alkyl)₂;

R⁷ is selected from H and halo; and

Cy² is selected from 2-azabicyclo[2.1.1]hexane and piperidine, both of which are optionally substituted with 1 or 2 substituents independently selected from CO(C₂₋₆ haloalkenyl) and C₁₋₆ alkyl-CN.

In still another embodiment, the compound of Formula I is a compound of Formula VI:

or a pharmaceutically acceptable salt thereof.

In an embodiment of Formula VI, or a pharmaceutically acceptable salt thereof,

Cy¹ is selected from naphthyl, indolyl, tetrahydroquinolinyl, indolinyl, dihydroindenyl, quinolinyl, and indazolyl, all of which are optionally substituted with 1 or 2 substituents independently selected from OH, halo, CN, and C₁₋₆ alkyl;

R⁴ is azetidine optionally substituted with 1 or 2 substituents independently selected from N(C₁₋₆ alkyl)₂;

R⁶ is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from oxazolidin-2-one, CO₂C₁₋₆ alkyl, and CON(C₁₋₆ alkyl)₂;

R⁷ is selected from H and halo; and

Cy² is selected from 2-azabicyclo[2.1.1]hexane and piperidine, both of which are optionally substituted with 1 or 2 substituents independently selected from CO(C₂₋₆ haloalkenyl) and C₁₋₆ alkyl-CN.

In another embodiment, the compound of Formula I is a compound of Formula VII:

or a pharmaceutically acceptable salt thereof.

In an embodiment of Formula VI, or a pharmaceutically acceptable salt thereof,

R² is C₁₋₆ alkyl;

Cy¹ is selected from naphthyl, indolyl, tetrahydroquinolinyl, indolinyl, dihydroindenyl, quinolinyl, and indazolyl, all of which are optionally substituted with 1 or 2 substituents independently selected from OH, halo, CN, and C₁₋₆ alkyl;

R⁴ is azetidine optionally substituted with 1 or 2 substituents independently selected from N(C₁₋₆ alkyl)₂;

R⁶ is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from oxazolidin-2-one, CO₂C₁₋₆ alkyl, and CON(C₁₋₆ alkyl)₂;

R⁷ is selected from H, halo, and C₁₋₆ alkyl; and

Cy² is selected from 2-azabicyclo[2.1.1]hexane and piperidine, both of which are optionally substituted with 1 or 2 substituents independently selected from CO(C₂₋₆ haloalkenyl) and C₁₋₆ alkyl-CN.

In yet another embodiment,

(a) Cy¹ is other than 3,5-dimethylisoxazol-4-yl; and

(b) R³ is other than CH₂CF₃.

In still another embodiment,

represents a double bond. In another embodiment,

represents a single bond.

In an embodiment, -AR¹=BR²— is —N═CR²—. In another embodiment, -AR¹=BR²— is —CR¹═N—.

In yet another embodiment, X is CR⁵; and Y is CR⁶. In still another embodiment, X is N; and Y is CR⁶. In an embodiment, X is N; and Y is N. In another embodiment, X is CR⁵. In yet another embodiment, X is N. In an embodiment, Y is CR⁶. In another embodiment, Y is N.

In an embodiment, R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)₂R^(b1), and S(O)₂NR^(c1)R^(d1). In an embodiment, R¹ is selected from H, D, C₁₋₆ alkyl, and C₁₋₆ haloalkyl. In another embodiment, R¹ is H.

In an embodiment, R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a2) and NR^(c2)R^(d2); wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²³. In an embodiment, R² is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²³. In yet another embodiment, R² is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl. In still another embodiment, R² is C₁₋₆ alkyl optionally substituted with CN.

In an embodiment, Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 6-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R¹⁰.

In another embodiment, Cy¹ is selected from 5-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 5-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 6-10 membered heteroaryl and 5-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 5-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R¹⁰.

In an embodiment, R³N

CR⁴ is a single bond, and R⁴ is selected from ═O and ═S.

In yet another embodiment, R³N

CR⁴ is double bond, and R³ is absent.

In an embodiment, R³ is selected from H, C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from R³⁰;

In an embodiment, R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, D, CN, OR^(a5), C(O)NR^(c3)R^(d3) and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl, are each optionally substituted with 1 or 2 substituents independently selected from R³⁰. In an embodiment, R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, CN, OR^(a3), and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from R³⁰. In still another embodiment, R⁴ is selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and OR^(a3); wherein said 4-10 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R³⁰.

In an embodiment, R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, D, CN, OR^(a3), C(O)NR^(c3)R^(d3) and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰. In an embodiment, R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, CN, OR^(a3), and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰. In an embodiment, R⁴ is selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, and OR^(a3); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰.

In an embodiment, R⁵ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a5), and NR^(c5)R^(d5). In an embodiment, R⁵ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl. In an embodiment, R⁵ is H.

In an embodiment, R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a6), and NR^(c6)R^(d6); wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R⁶⁰. In an embodiment, R⁶ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R⁶⁰. In another embodiment, R⁶ is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from R⁶⁰.

In an embodiment, R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a6), and NR^(c6)R^(d6); wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R⁶⁰. In an embodiment, R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R⁶⁰. In an embodiment, R⁶ is selected from C₁₋₆ alkyl and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R⁶⁰.

In an embodiment, R⁷ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl, halo, D, CN, OR^(a7), and NR^(c7)R^(d7). In an embodiment, R⁷ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl, halo, D, and CN. In yet another embodiment, R⁷ is selected from H, C₁₋₃ alkyl, and halo.

In an embodiment, Cy² is selected from 4-10 membered heterocycloalkyl; wherein the 4-10 membered heterocycloalkyl, is optionally substituted with 1, 2, or 3 substituents independently selected from R²⁰. In an embodiment, Cy² is selected from 4-7 membered heterocycloalkyl; wherein the 4-7 membered heterocycloalkyl, is optionally substituted with 1 or 2 substituents independently selected from R²⁰. In an embodiment, Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6 membered heterocycloalkyl, is optionally substituted with 1 or 2 substituents independently selected from R²⁰. In still another embodiment, Cy² is 5-10 membered heterocycloalkyl optionally substituted with 1 or 2 substituents independently selected from R²⁰.

In yet another embodiment, Cy² is selected from

wherein n is 0, 1 or 2.

In an embodiment, Cy² is Cy²-a. In another embodiment, Cy² is Cy²-b. In yet another embodiment, Cy² is Cy²-c. In still another embodiment, Cy² is Cy²-d. In an embodiment, Cy² is Cy²-e. In an embodiment, Cy² is selected from Cy²-a and Cy²-e.

In an embodiment, n is 0. In another embodiment, n is 1. In yet another embodiment, n is 2.

In an embodiment, Cy² is Cy²-e and n is 0.

In an embodiment, each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a10), C(O)NR^(c10)R^(d10), and NR^(c10)R^(d10). In an embodiment, each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, and OR^(a10). In an embodiment, each R¹⁰ is independently selected from C₁₋₆ alkyl, halo, CN, and OH.

In an embodiment, each R²⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20) and NR^(c20)R^(d20); wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²¹. In an embodiment, each R²⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, and C(O)R^(b20); wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²¹. In an embodiment, each R²⁰ is independently selected from C₁₋₆ alkyl and C(O)R^(b20); wherein said C₁₋₆ alkyl, is optionally substituted with 1 or 2 substituents independently selected from R²¹. In another embodiment, each R²⁰ is independently selected from C₁₋₆ alkyl and C(O)C₂₋₆ alkenyl; wherein said C₁₋₆ alkyl and C₂₋₆ alkenyl are each optionally substituted with 1 or 2 substituents independently selected from CN and halo.

In an embodiment, each R²¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a21), and NR^(c21)R^(d21). In an embodiment, each R²¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN. In an embodiment, each R²¹ is independently selected from halo and CN.

In an embodiment, each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a23), and NR^(c23)R^(d23). In an embodiment, each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN. In an embodiment, each R²³ is CN.

In an embodiment, each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹. In an embodiment, each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹. In an embodiment, each R³⁰ is independently selected from 4-10 membered heterocycloalkyl and NR^(c30)R^(d30); wherein said 4-10 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R³¹.

In an embodiment, each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a30), C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from R³¹. In an embodiment, each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a30), C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹. In an embodiment, each R³⁰ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹;

In an embodiment, each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a31), and NR^(c31)R^(d31). In an embodiment, each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN. In another embodiment, each R³¹ is independently selected from C₁₋₆ alkyl and halo.

In an embodiment, each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), and NR^(c60)R^(d60). In another embodiment, each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), and NR^(c60)R^(d60). In yet another embodiment, each R⁶⁰ is independently selected from 4-10 membered heterocycloalkyl, C(O)NR^(c60)R^(d60), and C(O)OR^(a60). In still another embodiment, each R⁶⁰ is independently selected from 4-10 membered heterocycloalkyl, C(O)N(C₁₋₆ alkyl)₂, and C(O)OC₁₋₆ alkyl.

In an embodiment, each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), and NR^(c60)R^(d60). In an embodiment, each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), and NR^(c60)R^(d60). In an embodiment, each R⁶⁰ is independently selected from 4-10 membered heterocycloalkyl, C(O)R^(b60), C(O)NR^(c60)R^(d60), and C(O)OR^(a60).

In an embodiment, each R^(a3) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰. In still another embodiment, each R^(a3) is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from R³⁰; and each R³⁰ is 4-10 membered heterocycloalkyl optionally substituted with 1 or 2 substituents independently selected from C₁₋₆ alkyl.

In an embodiment, each R^(a10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl. In an embodiment, each R^(a10) is H.

In an embodiment, each R^(b20) is independently selected from C₂₋₆ alkenyl, and C₂₋₆ alkynyl; wherein said C₂₋₆ alkenyl, and C₂₋₆ alkynyl, are each optionally substituted with 1, 2, or 3 substituents independently selected from R²¹. In an embodiment, each R^(b20) is C₂₋₆ alkenyl; wherein said C₂₋₆ alkenyl is optionally substituted with 1, 2, or 3 substituents independently selected from R²¹.

In an embodiment, each R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from R³¹. In an embodiment, each R^(c30) and R^(d30) is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from R³¹

In an embodiment, each R^(c30) and R^(d30) is independently selected from H and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R³¹;

In an embodiment, each R^(a60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl. In another embodiment, each R^(a60), R^(c60) and R^(d60) is C₁₋₆ alkyl.

In still another embodiment, the compound of Formula I is selected from

-   methyl     3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)propanoate; -   methyl     3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-4-(((2R,7aS)-2-fluorotetrahydro-1H-pyrrolizin-7a(5H)-yl)methoxy)-7-(3-hydroxynaphthalen-1-yl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)propanoate; -   4-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-2-methyl-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-7-yl)naphthalen-2-ol; -   4-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-2-methyl-4-((tetrahydro-1H-pyrrolizin-7a(5H)-yl)methoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-7-yl)naphthalen-2-ol; -   3-((1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-4-methyl-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)methyl)oxazolidin-2-one; -   3-((1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(5-fluoro-1H-indol-3-yl)-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)methyl)oxazolidin-2-one; -   3-((1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(3,4-dihydroquinolin-1(2H)-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)methyl)oxazolidin-2-one; -   1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(indolin-1-yl)-2-methyl-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridine; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-imidazo[4,5-c][1,6]naphthyridin-2-yl)-N,N-dimethylpropanamide; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(3-cyano-2,3-dihydro-1H-inden-4-yl)-4-(3-(dimethylamino)azetidin-1-yl)-6-fluoro-1H-imidazo[4,5-c][1,6]naphthyridin-2-yl)-N,N-dimethylpropanamide; -   methyl     3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-4-(3-(dimethylamino)azetidin-1-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-1H-imidazo[4,5-c][1,6]naphthyridin-2-yl)propanoate; -   2-((2S,4S)-4-(4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-7-(5-fluoroquinolin-8-yl)-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)-1-((E)-4-fluorobut-2-enoyl)piperidin-2-yl)acetonitrile; -   2-((2S,4S)-4-(7-(5,6-dimethyl-1H-indazol-3-yl)-4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)-1-(2-fluoroacryloyl)piperidin-2-yl)acetonitrile; -   8-(1-((2S,4S)-2-(cyanomethyl)-1-(2-fluoroacryloyl)piperidin-4-yl)-4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-7-yl)-1-naphthonitrile; -   8-(1-((2S,4S)-2-(cyanomethyl)-1-((E)-4-fluorobut-2-enoyl)piperidin-4-yl)-4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-7-yl)-1-naphthonitrile; -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-4-(3-(dimethylamino)azetidin-1-yl)-7-(3-hydroxynaphthalen-1-yl)-6,8-dimethyl-1H-imidazo[4,5-c][1,5]naphthyridin-2-yl)-N,N-dimethylpropanamide;     and -   3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-8-(2-cyanoethyl)-4-(3-(dimethylamino)azetidin-1-yl)-7-(3-hydroxynaphthalen-1-yl)-1H-imidazo[4,5-c][1,5]naphthyridin-2-yl)-N,N-dimethylpropanamide;

or a pharmaceutically acceptable salt thereof.

In another embodiment, the compound of Formula I is selected from:

-   4-(1-((1R,4R,5S)-2-Azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-2-methyl-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-7-yl)-6-fluoronaphthalen-2-ol; -   1-((R)-2-(7-(Benzo[d]thiazol-4-yl)-1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidin-1-yl)ethan-1-one; -   3-(1-((1R,4R,5S)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-(chroman-8-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)-2,3-dihydroindolizin-5(1H)-one; -   1-((R)-1-(1-((1R,4R,5S)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-(chroman-8-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)ethyl)pyridin-2(1H)-one; -   Methyl     (R)-2-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(2,3-dichlorophenyl)-4-(3-(dimethylamino)-3-methylazetidin-1-yl)-6-fluoro-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate; -   Methyl     (R)-2-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(2,3-dichlorophenyl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate;     and -   Methyl     (R)-2-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(2-chloro-3-methylphenyl)-6-fluoro-4-(6-(methylcarbamoyl)pyridin-2-yl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate;

or a pharmaceutically acceptable salt thereof.

In yet another embodiment, the compound of Formula I is selected from:

-   methyl     (R)-2-(7-(benzo[d]thiazol-4-yl)-1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-4-(((S)-1-(pyrrolidin-1-yl)propan-2-yl)oxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate; -   (7aS)-5-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(chroman-8-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)tetrahydro-1H,3H-pyrrolo[1,2-c]oxazol-3-one;     and -   4-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(chroman-8-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)-N,N,1-trimethyl-1H-pyrazole-3-carboxamide;

or a pharmaceutically acceptable salt thereof.

In an embodiment, compounds of the Formulae herein are compounds of the Formulae or pharmaceutically acceptable salts thereof.

In another aspect, provided herein is a pharmaceutical composition comprising the compound of Formula I, or a pharmaceutically acceptable salt thereof, and a pharmaceutically acceptable carrier.

In an aspect, provided herein is a method of inhibiting a KRAS protein harboring a G12C mutation, said method comprising contacting a compound of the instant disclosure with KRAS.

In another aspect, provided herein is a method of inhibiting a KRAS protein harboring a G12D mutation, said method comprising contacting a compound of the instant disclosure with KRAS.

In yet another aspect, provided herein is a method of inhibiting a KRAS protein harboring a G12V mutation, said method comprising contacting a compound of the instant disclosure with KRAS.

It is further appreciated that certain features of the present disclosure, which are, for clarity, described in the context of separate embodiments, can also be provided in combination in a single embodiment (while the embodiments are intended to be combined as if written in multiply dependent form). Conversely, various features of the present disclosure which are, for brevity, described in the context of a single embodiment, can also be provided separately or in any suitable subcombination. Thus, it is contemplated as features described as embodiments of the compounds of Formula I can be combined in any suitable combination.

At various places in the present specification, certain features of the compounds are disclosed in groups or in ranges. It is specifically intended that such a disclosure include each and every individual subcombination of the members of such groups and ranges. For example, the term “C₁₋₆ alkyl” is specifically intended to individually disclose (without limitation) methyl, ethyl, C₃ alkyl, C₄ alkyl, C₅ alkyl and C₆ alkyl.

The term “n-membered,” where n is an integer, typically describes the number of ring-forming atoms in a moiety where the number of ring-forming atoms is n. For example, piperidinyl is an example of a 6-membered heterocycloalkyl ring, pyrazolyl is an example of a 5-membered heteroaryl ring, pyridyl is an example of a 6-membered heteroaryl ring and 1,2,3,4-tetrahydro-naphthalene is an example of a 10-membered cycloalkyl group.

At various places in the present specification, variables defining divalent linking groups may be described. It is specifically intended that each linking substituent include both the forward and backward forms of the linking substituent. For example, —NR(CR′R″)_(n)-includes both —NR(CR′R″)_(n)— and —(CR′R″)_(n)NR— and is intended to disclose each of the forms individually. Where the structure requires a linking group, the Markush variables listed for that group are understood to be linking groups. For example, if the structure requires a linking group and the Markush group definition for that variable lists “alkyl” or “aryl” then it is understood that the “alkyl” or “aryl” represents a linking alkylene group or arylene group, respectively.

The term “substituted” means that an atom or group of atoms formally replaces hydrogen as a “substituent” attached to another group. The term “substituted,” unless otherwise indicated, refers to any level of substitution, e.g., mono-, di-, tri-, tetra- or penta-substitution, where such substitution is permitted. The substituents are independently selected, and substitution may be at any chemically accessible position. It is to be understood that substitution at a given atom is limited by valency. It is to be understood that substitution at a given atom results in a chemically stable molecule. The phrase “optionally substituted” means unsubstituted or substituted. The term “substituted” means that a hydrogen atom is removed and replaced by a substituent. A single divalent substituent, e.g., oxo, can replace two hydrogen atoms.

The term “C_(n-m)” indicates a range which includes the endpoints, wherein n and m are integers and indicate the number of carbons. Examples include C₁₋₄, C₁₋₆ and the like.

The term “alkyl” employed alone or in combination with other terms, refers to a saturated hydrocarbon group that may be straight-chained or branched. The term “C_(n-m) alkyl,” refers to an alkyl group having n to m carbon atoms. An alkyl group formally corresponds to an alkane with one C—H bond replaced by the point of attachment of the alkyl group to the remainder of the compound. In some embodiments, the alkyl group contains from 1 to 6 carbon atoms, from 1 to 4 carbon atoms, from 1 to 3 carbon atoms, or 1 to 2 carbon atoms. Examples of alkyl moieties include, but are not limited to, chemical groups such as methyl, ethyl, n-propyl, isopropyl, n-butyl, tert-butyl, isobutyl, sec-butyl; higher homologs such as 2-methyl-1-butyl, n-pentyl, 3-pentyl, n-hexyl, 1,2,2-trimethylpropyl and the like.

The term “alkenyl” employed alone or in combination with other terms, refers to a straight-chain or branched hydrocarbon group corresponding to an alkyl group having one or more double carbon-carbon bonds. An alkenyl group formally corresponds to an alkene with one C—H bond replaced by the point of attachment of the alkenyl group to the remainder of the compound. The term “C_(n-m) alkenyl” refers to an alkenyl group having n to m carbons. In some embodiments, the alkenyl moiety contains 2 to 6, 2 to 4, or 2 to 3 carbon atoms. Example alkenyl groups include, but are not limited to, ethenyl, n-propenyl, isopropenyl, n-butenyl, sec-butenyl and the like.

The term “alkynyl” employed alone or in combination with other terms, refers to a straight-chain or branched hydrocarbon group corresponding to an alkyl group having one or more triple carbon-carbon bonds. An alkynyl group formally corresponds to an alkyne with one C—H bond replaced by the point of attachment of the alkyl group to the remainder of the compound. The term “C_(n-m) alkynyl” refers to an alkynyl group having n to m carbons. Example alkynyl groups include, but are not limited to, ethynyl, propyn-1-yl, propyn-2-yl and the like. In some embodiments, the alkynyl moiety contains 2 to 6, 2 to 4, or 2 to 3 carbon atoms.

The term “alkylene,” employed alone or in combination with other terms, refers to a divalent alkyl linking group. An alkylene group formally corresponds to an alkane with two C—H bond replaced by points of attachment of the alkylene group to the remainder of the compound. The term “C_(n-m) alkylene” refers to an alkylene group having n to m carbon atoms. Examples of alkylene groups include, but are not limited to, ethan-1,2-diyl, ethan-1,1-diyl, propan-1,3-diyl, propan-1,2-diyl, propan-1,1-diyl, butan-1,4-diyl, butan-1,3-diyl, butan-1,2-diyl, 2-methyl-propan-1,3-diyl and the like.

The term “alkoxy,” employed alone or in combination with other terms, refers to a group of formula —O-alkyl, wherein the alkyl group is as defined above. The term “C_(n-m) alkoxy” refers to an alkoxy group, the alkyl group of which has n to m carbons. Example alkoxy groups include methoxy, ethoxy, propoxy (e.g., n-propoxy and isopropoxy), t-butoxy and the like. In some embodiments, the alkyl group has 1 to 6, 1 to 4, or 1 to 3 carbon atoms. The term “C_(n-m) dialkoxy” refers to a linking group of formula —O—(C_(n-m) alkyl)-O—, the alkyl group of which has n to m carbons. Example dialkyoxy groups include —OCH₂CH₂O— and OCH₂CH₂CH₂O—. In some embodiments, the two O atoms of a C n-m dialkoxy group may be attached to the same B atom to form a 5- or 6-membered heterocycloalkyl group.

The term “alkylthio,” employed alone or in combination with other terms, refers to a group of formula —S-alkyl, wherein the alkyl group is as defined above.

The term “amino,” employed alone or in combination with other terms, refers to a group of formula —NH₂, wherein the hydrogen atoms may be substituted with a substituent described herein. For example, “alkylamino” can refer to —NH(alkyl) and —N(alkyl)₂.

The term “carbonyl,” employed alone or in combination with other terms, refers to a —C(═O)— group, which also may be written as C(O).

The term “cyano” or “nitrile” refers to a group of formula —C═N, which also may be written as —CN.

The term “carbamyl,” as used herein, refers to a —NHC(O)O— or —OC(O)NH— group, wherein the carbon atom is doubly bound to one oxygen atom, and singly bound to a nitrogen and second oxygen atom.

The terms “halo” or “halogen,” used alone or in combination with other terms, refers to fluoro, chloro, bromo and iodo. In some embodiments, “halo” refers to a halogen atom selected from F, Cl, or Br. In some embodiments, halo groups are F.

The term “haloalkyl” as used herein refers to an alkyl group in which one or more of the hydrogen atoms has been replaced by a halogen atom. The term “Cn-m haloalkyl” refers to a Cn-m alkyl group having n to m carbon atoms and from at least one up to {2(n to m)+1}halogen atoms, which may either be the same or different. In some embodiments, the halogen atoms are fluoro atoms. In some embodiments, the haloalkyl group has 1 to 6 or 1 to 4 carbon atoms. Example haloalkyl groups include CF₃, C₂F₅, CHF₂, CH₂F, CCl₃, CHCl₂, C₂Cl₅ and the like. In some embodiments, the haloalkyl group is a fluoroalkyl group.

The term “haloalkoxy,” employed alone or in combination with other terms, refers to a group of formula —O-haloalkyl, wherein the haloalkyl group is as defined above. The term “C_(n-m) haloalkoxy” refers to a haloalkoxy group, the haloalkyl group of which has n to m carbons. Example haloalkoxy groups include trifluoromethoxy and the like. In some embodiments, the haloalkoxy group has 1 to 6, 1 to 4, or 1 to 3 carbon atoms.

The term “oxo” or “oxy” refers to an oxygen atom as a divalent substituent, forming a carbonyl group when attached to carbon, or attached to a heteroatom forming a sulfoxide or sulfone group, or an N-oxide group. In some embodiments, heterocyclic groups may be optionally substituted by 1 or 2 oxo (═O) substituents.

The term “sulfonyl” refers to a —SO₂— group wherein a sulfur atom is doubly bound to two oxygen atoms.

The term “sulfinyl” refers to a —SO— group wherein a sulfur atom is doubly bound to one oxygen atom.

The term “oxidized” in reference to a ring-forming N atom refers to a ring-forming N-oxide.

The term “oxidized” in reference to a ring-forming S atom refers to a ring-forming sulfonyl or ring-forming sulfinyl.

The term “aromatic” refers to a carbocycle or heterocycle having one or more polyunsaturated rings having aromatic character (i.e., having (4n+2) delocalized 71 (pi) electrons where n is an integer).

The term “aryl,” employed alone or in combination with other terms, refers to an aromatic hydrocarbon group, which may be monocyclic or polycyclic (e.g., having 2 fused rings). The term “C_(n-m) aryl” refers to an aryl group having from n to m ring carbon atoms. Aryl groups include, e.g., phenyl, naphthyl, and the like. In some embodiments, aryl groups have from 6 to about 10 carbon atoms. In some embodiments, aryl groups have 6 carbon atoms. In some embodiments, aryl groups have 10 carbon atoms. In some embodiments, the aryl group is phenyl. In some embodiments, the aryl group is naphthyl.

The term “heteroaryl” or “heteroaromatic,” employed alone or in combination with other terms, refers to a monocyclic or polycyclic aromatic heterocycle having at least one heteroatom ring member selected from sulfur, oxygen and nitrogen. In some embodiments, the heteroaryl ring has 1, 2, 3 or 4 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, any ring-forming N in a heteroaryl moiety can be an N-oxide. In some embodiments, the heteroaryl has 5-14 ring atoms including carbon atoms and 1, 2, 3 or 4 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, the heteroaryl has 5-10 ring atoms including carbon atoms and 1, 2, 3 or 4 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, the heteroaryl has 5-6 ring atoms and 1 or 2 heteroatom ring members independently selected from nitrogen, sulfur and oxygen. In some embodiments, the heteroaryl is a five-membered or six-membered heteroaryl ring. In other embodiments, the heteroaryl is an eight-membered, nine-membered or ten-membered fused bicyclic heteroaryl ring. Example heteroaryl groups include, but are not limited to, pyridinyl (pyridyl), pyrimidinyl, pyrazinyl, pyridazinyl, pyrrolyl, pyrazolyl, azolyl, oxazolyl, isoxazolyl, thiazolyl, imidazolyl, furanyl, thio-phenyl, quinolinyl, isoquinolinyl, naphthyridinyl (including 1,2-, 1,3-, 1,4-, 1,5-, 1,6-, 1,7-, 1,8-, 2,3- and 2,6-naphthyridine), indolyl, isoindolyl, benzothiophenyl, benzofuranyl, benzisoxazolyl, imidazo[1,2-b]thiazolyl, purinyl, and the like. In some embodiments, the heteroaryl group is pyridone (e.g., 2-pyridone). In some embodiments, the heteroaryl group is chromanyl.

A five-membered heteroaryl ring is a heteroaryl group having five ring atoms wherein one or more (e.g., 1, 2 or 3) ring atoms are independently selected from N, O and S. Exemplary five-membered ring heteroaryls include thienyl, furyl, pyrrolyl, imidazolyl, thiazolyl, oxazolyl, pyrazolyl, isothiazolyl, isoxazolyl, 1,2,3-triazolyl, tetrazolyl, 1,2,3-thiadiazolyl, 1,2,3-oxadiazolyl, 1,2,4-triazolyl, 1,2,4-thiadiazolyl, 1,2,4-oxadiazolyl, 1,3,4-triazolyl, 1,3,4-thiadiazolyl and 1,3,4-oxadiazolyl.

A six-membered heteroaryl ring is a heteroaryl group having six ring atoms wherein one or more (e.g., 1, 2 or 3) ring atoms are independently selected from N, O and S. Exemplary six-membered ring heteroaryls are pyridyl, pyrazinyl, pyrimidinyl, triazinyl, isoindolyl, and pyridazinyl.

The term “cycloalkyl,” employed alone or in combination with other terms, refers to a non-aromatic hydrocarbon ring system (monocyclic, bicyclic or polycyclic), including cyclized alkyl and alkenyl groups. The term “C_(n-m) cycloalkyl” refers to a cycloalkyl that has n to m ring member carbon atoms. Cycloalkyl groups can include mono- or polycyclic (e.g., having 2, 3 or 4 fused rings) groups and spirocycles. Cycloalkyl groups can have 3, 4, 5, 6 or 7 ring-forming carbons (C₃₋₇). In some embodiments, the cycloalkyl group has 3 to 6 ring members, 3 to 5 ring members, or 3 to 4 ring members. In some embodiments, the cycloalkyl group is monocyclic. In some embodiments, the cycloalkyl group is monocyclic or bicyclic. In some embodiments, the cycloalkyl group is a C₃₋₆ monocyclic cycloalkyl group. Ring-forming carbon atoms of a cycloalkyl group can be optionally oxidized to form an oxo or sulfido group. Cycloalkyl groups also include cycloalkylidenes. In some embodiments, cycloalkyl is cyclopropyl, cyclobutyl, cyclopentyl or cyclohexyl. Also included in the definition of cycloalkyl are moieties that have one or more aromatic rings fused (i.e., having a bond in common with) to the cycloalkyl ring, e.g., benzo or thienyl derivatives of cyclopentane, cyclohexane and the like. A cycloalkyl group containing a fused aromatic ring can be attached through any ring-forming atom including a ring-forming atom of the fused aromatic ring. Examples of cycloalkyl groups include cyclopropyl, cyclobutyl, cyclopentyl, cyclohexyl, cycloheptyl, cyclopentenyl, cyclohexenyl, cyclohexadienyl, cycloheptatrienyl, norbornyl, norpinyl, norcarnyl, bicyclo[1.1.1]pentanyl, bicyclo[2.1.1]hexanyl, and the like. In some embodiments, the cycloalkyl group is cyclopropyl, cyclobutyl, cyclopentyl, or cyclohexyl.

The term “heterocycloalkyl,” employed alone or in combination with other terms, refers to a non-aromatic ring or ring system, which may optionally contain one or more alkenylene groups as part of the ring structure, which has at least one heteroatom ring member independently selected from nitrogen, sulfur, oxygen and phosphorus, and which has 4-10 ring members, 4-7 ring members, or 4-6 ring members. Included within the term “heterocycloalkyl” are monocyclic 4-, 5-, 6- and 7-membered heterocycloalkyl groups. Heterocycloalkyl groups can include mono- or bicyclic (e.g., having two fused or bridged rings) or spirocyclic ring systems. In some embodiments, the heterocycloalkyl group is a monocyclic group having 1, 2 or 3 heteroatoms independently selected from nitrogen, sulfur and oxygen. Ring-forming carbon atoms and heteroatoms of a heterocycloalkyl group can be optionally oxidized to form an oxo or sulfido group or other oxidized linkage (e.g., C(O), S(O), C(S) or S(O)₂, N-oxide etc.) or a nitrogen atom can be quaternized. The heterocycloalkyl group can be attached through a ring-forming carbon atom or a ring-forming heteroatom. In some embodiments, the heterocycloalkyl group contains 0 to 3 double bonds. In some embodiments, the heterocycloalkyl group contains 0 to 2 double bonds. Also included in the definition of heterocycloalkyl are moieties that have one or more aromatic rings fused (i.e., having a bond in common with) to the heterocycloalkyl ring, e.g., benzo or thienyl derivatives of piperidine, morpholine, azepine, etc. A heterocycloalkyl group containing a fused aromatic ring can be attached through any ring-forming atom including a ring-forming atom of the fused aromatic ring. Examples of heterocycloalkyl groups include 2,5-diazabicyclo[2.2.1]heptanyl; pyrrolidinyl; hexahydropyrrolo[3,4-b]pyrrol-1(2H)-yl; 1,6-dihydropyridinyl; morpholinyl; azetidinyl; piperazinyl; and 4,7-diazaspiro[2.5]octan-7-yl.

At certain places, the definitions or embodiments refer to specific rings (e.g., an azetidine ring, a pyridine ring, etc.). Unless otherwise indicated, these rings can be attached to any ring member provided that the valency of the atom is not exceeded. For example, an azetidine ring may be attached at any position of the ring, whereas an azetidin-3-yl ring is attached at the 3-position.

The compounds described herein can be asymmetric (e.g., having one or more stereocenters). All stereoisomers, such as enantiomers and diastereomers, are intended unless otherwise indicated. Compounds of the present disclosure that contain asymmetrically substituted carbon atoms can be isolated in optically active or racemic forms. Methods on how to prepare optically active forms from optically inactive starting materials are known in the art, such as by resolution of racemic mixtures or by stereoselective synthesis. Many geometric isomers of olefins, C═N double bonds and the like can also be present in the compounds described herein, and all such stable isomers are contemplated in the present disclosure. Cis and trans geometric isomers of the compounds of the present disclosure are described and may be isolated as a mixture of isomers or as separated isomeric forms.

Resolution of racemic mixtures of compounds can be carried out by any of numerous methods known in the art. One method includes fractional recrystallization using a chiral resolving acid which is an optically active, salt-forming organic acid. Suitable resolving agents for fractional recrystallization methods are, e.g., optically active acids, such as the D and L forms of tartaric acid, diacetyltartaric acid, dibenzoyltartaric acid, mandelic acid, malic acid, lactic acid or the various optically active camphorsulfonic acids such as p-camphorsulfonic acid. Other resolving agents suitable for fractional crystallization methods include stereoisomerically pure forms of α-methylbenzylamine (e.g., S and R forms, or diastereomerically pure forms), 2-phenylglycinol, norephedrine, ephedrine, N-methylephedrine, cyclohexylethylamine, 1,2-diaminocyclohexane and the like.

Resolution of racemic mixtures can also be carried out by elution on a column packed with an optically active resolving agent (e.g., dinitrobenzoylphenylglycine). Suitable elution solvent composition can be determined by one skilled in the art.

In some embodiments, the compounds disclosed herein have the (R)-configuration. In other embodiments, the compounds have the (S)-configuration. In compounds with more than one chiral centers, each of the chiral centers in the compound may be independently (R) or (S), unless otherwise indicated.

Compounds of the present disclosure also include tautomeric forms. Tautomeric forms result from the swapping of a single bond with an adjacent double bond together with the concomitant migration of a proton. Tautomeric forms include prototropic tautomers which are isomeric protonation states having the same empirical formula and total charge.

Example prototropic tautomers include ketone-enol pairs, amide-imidic acid pairs, lactam-lactim pairs, enamine-imine pairs, and annular forms where a proton can occupy two or more positions of a heterocyclic system, e.g., 1H- and 3H-imidazole, 1H-, 2H- and 4H-1,2,4-triazole, 1H- and 2H-isoindole and 1H- and 2H-pyrazole. Tautomeric forms can be in equilibrium or sterically locked into one form by appropriate substitution.

Compounds disclosed herein can also include all isotopes of atoms occurring in the intermediates or final compounds. Isotopes include those atoms having the same atomic number but different mass numbers. For example, isotopes of hydrogen include tritium and deuterium. One or more constituent atoms of the compounds of the present disclosure can be replaced or substituted with isotopes of the atoms in natural or non-natural abundance. In some embodiments, the compound includes at least one deuterium atom. For example, one or more hydrogen atoms in a compound of the present disclosure can be replaced or substituted by deuterium. In some embodiments, the compound includes two or more deuterium atoms. In some embodiments, the compound includes 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 or 12 deuterium atoms. Synthetic methods for including isotopes into organic compounds are known in the art (Deuterium Labeling in Organic Chemistry by Alan F. Thomas (New York, N.Y., Appleton-Century-Crofts, 1971; The Renaissance of H/D Exchange by Jens Atzrodt, Volker Derdau, Thorsten Fey and Jochen Zimmermann, Angew. Chem. Int. Ed. 2007, 7744-7765; The Organic Chemistry of Isotopic Labelling by James R. Hanson, Royal Society of Chemistry, 2011). Isotopically labeled compounds can used in various studies such as NMR spectroscopy, metabolism experiments, and/or assays.

Substitution with heavier isotopes such as deuterium, may afford certain therapeutic advantages resulting from greater metabolic stability, for example, increased in vivo half-life or reduced dosage requirements, and hence may be preferred in some circumstances. (A. Kerekes et. al. J. Med. Chem. 2011, 54, 201-210; R. Xu et. al. J. Label Compd. Radiopharm. 2015, 58, 308-312).

The term “compound” as used herein is meant to include all stereoisomers, geometric isomers, tautomers and isotopes of the structures depicted. The term is also meant to refer to compounds provided herein, regardless of how they are prepared, e.g., synthetically, through biological process (e.g., metabolism or enzyme conversion), or a combination thereof.

All compounds, and pharmaceutically acceptable salts thereof, can be found together with other substances such as water and solvents (e.g., hydrates and solvates) or can be isolated. When in the solid state, the compounds described herein and salts thereof may occur in various forms and may, e.g., take the form of solvates, including hydrates. The compounds may be in any solid state form, such as a polymorph or solvate, so unless clearly indicated otherwise, reference in the specification to compounds and salts thereof should be understood as encompassing any solid state form of the compound.

In some embodiments, the compounds disclosed herein, or salts thereof, are substantially isolated. By “substantially isolated” is meant that the compound is at least partially or substantially separated from the environment in which it was formed or detected. Partial separation can include, e.g., a composition enriched in the present compounds. Substantial separation can include compositions containing at least about 50%, at least about 60%, at least about 70%, at least about 80%, at least about 90%, at least about 95%, at least about 97%, or at least about 99% by weight of the compounds disclosed herein, or salt thereof.

The phrase “pharmaceutically acceptable” is employed herein to refer to those compounds, materials, compositions and/or dosage forms which are, within the scope of sound medical judgment, suitable for use in contact with the tissues of human beings and animals without excessive toxicity, irritation, allergic response, or other problem or complication, commensurate with a reasonable benefit/risk ratio.

The expressions “ambient temperature” and “room temperature,” as used herein, are understood in the art, and refer generally to a temperature, e.g., a reaction temperature, that is about the temperature of the room in which the reaction is carried out, e.g., a temperature from about 20° C. to about 30° C.

The present disclosure also includes pharmaceutically acceptable salts of the compounds described herein. The term “pharmaceutically acceptable salts” refers to derivatives of the disclosed compounds wherein the parent compound is modified by converting an existing acid or base moiety to its salt form. Examples of pharmaceutically acceptable salts include, but are not limited to, mineral or organic acid salts of basic residues such as amines; alkali or organic salts of acidic residues such as carboxylic acids; and the like. The pharmaceutically acceptable salts of the present disclosure include the non-toxic salts of the parent compound formed, e.g., from non-toxic inorganic or organic acids. The pharmaceutically acceptable salts of the present disclosure can be synthesized from the parent compound which contains a basic or acidic moiety by conventional chemical methods. Generally, such salts can be prepared by reacting the free acid or base forms of these compounds with a stoichiometric amount of the appropriate base or acid in water or in an organic solvent, or in a mixture of the two; generally, non-aqueous media like ether, ethyl acetate, alcohols (e.g., methanol, ethanol, iso-propanol or butanol) or acetonitrile (MeCN) are preferred. Lists of suitable salts are found in Remington's Pharmaceutical Sciences, 17^(th) Ed., (Mack Publishing Company, Easton, 1985), p. 1418, Berge et al., J. Pharm. Sci., 1977, 66(1), 1-19 and in Stahl et al., Handbook of Pharmaceutical Salts: Properties, Selection, and Use, (Wiley, 2002). In some embodiments, the compounds described herein include the N-oxide forms.

Synthesis

Compounds provided herein, including salts thereof, can be prepared using known organic synthesis techniques and can be synthesized according to any of numerous possible synthetic routes, such as those in the Schemes below.

The reactions for preparing compounds of the present disclosure can be carried out in suitable solvents which can be readily selected by one of skill in the art of organic synthesis. Suitable solvents can be substantially non-reactive with the starting materials (reactants), the intermediates or products at the temperatures at which the reactions are carried out, e.g., temperatures which can range from the solvent's freezing temperature to the solvent's boiling temperature. A given reaction can be carried out in one solvent or a mixture of more than one solvent. Depending on the particular reaction step, suitable solvents for a particular reaction step can be selected by the skilled artisan.

Preparation of compounds provided herein can involve the protection and deprotection of various chemical groups. The need for protection and deprotection, and the selection of appropriate protecting groups, can be readily determined by one skilled in the art. The chemistry of protecting groups is described, e.g., in Kocienski, Protecting Groups, (Thieme, 2007); Robertson, Protecting Group Chemistry, (Oxford University Press, 2000); Smith et al., March's Advanced Organic Chemistry: Reactions, Mechanisms, and Structure, 6^(th) Ed. (Wiley, 2007); Peturssion et al., “Protecting Groups in Carbohydrate Chemistry,” J. Chem. Educ., 1997, 74(11), 1297; and Wuts et al., Protective Groups in Organic Synthesis, 4th Ed., (Wiley, 2006).

Reactions can be monitored according to any suitable method known in the art. For example, product formation can be monitored by spectroscopic means, such as nuclear magnetic resonance spectroscopy (e.g., ¹H or ¹³C), infrared spectroscopy, spectrophotometry (e.g., UV-visible), mass spectrometry or by chromatographic methods such as high-performance liquid chromatography (HPLC) or thin layer chromatography (TLC).

The Schemes below provide general guidance in connection with preparing the compounds of the present disclosure. One skilled in the art would understand that the preparations shown in the Schemes can be modified or optimized using general knowledge of organic chemistry to prepare various compounds provided herein.

Compounds of formula 1-22 and 1-23 can be prepared via the synthetic route outlined in Scheme 1. Starting material 1-1 can undergo iodination with N-iodo-succinimide (NIS) to form intermediate 1-2, which can then be subjected to carbonylation conditions with palladium catalyst and carbon monoxide in methanol to give intermediate 1-3. Treating intermediate 1-3 with ethyl malonyl chloride can afford compound 1-4, which can cyclize to give intermediate 1-5 in the presence of sodium ethoxide. Compound 1-6 can be obtained by refluxing intermediate 1-5 in a mixture of concentrated hydrochloride acid and 1,4-dioxane. Nitration of compound 1-6 with nitric acid in acetic acid can deliver the nitro compound 1-7, which can be converted into the common intermediate 1-8 by POCl₃. A S_(N)Ar reaction of intermediate 1-8 with amine 1-9 (PG is an appropriate protecting group, such as Boc) can be carried out to generate compound 1-10, which can undergo another S_(N)Ar reaction with sodium thiomethoxide to yield intermediate 1-11. Compound 1-13 can be prepared from intermediate 1-11 by Boc protection and subsequent reduction of the nitro group to NH₂ with reducing agents (e.g. Fe powder or sodium dithionite). The NH₂ group of compound 1-13 can be converted to iodo atom when subjected to Sandmeyer reaction conditions to give intermediate 1-14, of which the Boc group can be removed by trifluoroacetic acid to deliver compound 1-15. A cross-coupling reaction between 1-15 and alkynes of formula 1-16, in which X is a hydrogen atom or an appropriately substituted metal [e.g. Sn(Alkyl)₃] under standard Sonogashira coupling conditions (e.g., in the presence of a palladium catalyst), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), can generate intermediate 1-17, which can cyclize to form the pyrrole ring in the presence of a gold catalyst to deliver compound 1-18. Intermediate 1-20 can be prepared by a cross-coupling reaction between 1-18 and an adduct of formula 1-19, in which Cy¹-M is a boronic acid, boronic ester or an appropriately substituted metal reagent [e.g., M is B(OR)₂, Sn(Alkyl)₃, or Zn-Hal], or a NH-containing heterocycle, under standard Suzuki cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Negishi cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Buchwald-Hartwig cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base). Intermediate 1-20 can be converted to intermediate 1-21 either through oxidation of the sulfur group with a suitable oxidant (e.g. m-CPBA) followed by an S_(N)Ar reaction, or a cross-coupling reaction (Org. Lett. 2002, 4, 979-981). Removal of the protecting group in 1-21 can afford the desired product 1-22. Alternatively, after removing the protecting group in 1-21, the free amine can be capped (by various moieties) through electrophilic substitution, or reductive amination, or amide coupling, or cross-coupling reactions, to deliver 1-23. The order of the above described chemical reactions can be rearranged or omitted as appropriate to suit the preparation of different analogues.

Compounds of formula 2-10 can be prepared via the synthetic route outlined in Scheme 2. A S_(N)Ar reaction of intermediate 1-8 with amine 2-1 (PG is an appropriate protecting group, such as Boc) can be carried out to generate compound 2-2, which can undergo another S_(N)Ar reaction with sodium thiomethoxide to yield intermediate 2-3. Compound 2-4 can be prepared from intermediate 2-3 by reduction of the nitro group to NH₂ with reducing agents (e.g. Fe powder or sodium dithionite). Cyclization between 2-4 and an aldehyde 2-5 can generate intermediate 2-6, which can undergo a cross-coupling reaction with an adduct of formula 2-7, in which Cy¹-M is a boronic acid, boronic ester or an appropriately substituted metal reagent [e.g., M is B(OR)₂, Sn(Alkyl)₃, or Zn-Hal], or a NH-containing heterocycle, under standard Suzuki cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Negishi cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Buchwald-Hartwig cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), to yield compound 2-8. Intermediate 2-9 can be prepared from 2-8 either through oxidation of the sulfur group with a suitable oxidant (e.g. m-CPBA) followed by an S_(N)Ar reaction, or a cross-coupling reaction (Org. Lett. 2002, 4, 979-981). Removal of the protecting group in 2-9 can afford the desired product 2-10. The free NH group in 2-10 can also be capped by various moieties as illustrated in Scheme 1. The order of the above described chemical reactions can be rearranged or omitted as appropriate to suit the preparation of different analogues.

Compounds of formula 3-9 can be prepared via the synthetic route outlined in Scheme 3. A S_(N)Ar reaction of intermediate 1-8 with amine 3-1 (PG is an appropriate protecting group, such as Boc) can be carried out to generate compound 3-2, which can undergo another S_(N)Ar reaction with a nucleophile Nu-H [e.g. amine, alcohol, or phenol] to yield intermediate 3-3. Compound 3-4 can be prepared from intermediate 3-3 by reduction of the nitro group to NH₂ with reducing agents (e.g. Fe powder or sodium dithionite). Cyclization between 3-4 and an aldehyde 3-5 can generate intermediate 3-6, which can undergo a cross-coupling reaction with an adduct of formula 3-7, in which Cy¹-M is a boronic acid, boronic ester or an appropriately substituted metal reagent [e.g., M is B(OR)₂, Sn(Alkyl)₃, or Zn-Hal], or a NH-containing heterocycle, under standard Suzuki cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Negishi cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Buchwald-Hartwig cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), to yield compound 3-8. Removal of the protecting group in 3-8 can afford the desired product 3-9. The free NH group in 3-9 can also be capped by various moieties as illustrated in Scheme 1. The order of the above described chemical reactions can be rearranged or omitted as appropriate to suit the preparation of different analogues.

Compounds of formula 4-9 can be prepared via the synthetic route outlined in Scheme 4. A S_(N)Ar reaction of intermediate 1-8 with amine 4-1 (PG is an appropriate protecting group, such as Boc) can be carried out to generate compound 4-2, which can undergo another S_(N)Ar reaction with sodium thiomethoxide to yield intermediate 4-3. Compound 4-4 can be prepared from intermediate 4-3 by reduction of the nitro group to NH₂ with reducing agents (e.g. Fe powder or sodium dithionite). Treating intermediate 4-4 with NaNO₂ in acetic acid can generate intermediate 4-5. Compound 4-7 can be prepared by a cross-coupling reaction between 4-5 and an adduct of formula 4-6, in which Cy¹-M is a boronic acid, boronic ester or an appropriately substituted metal reagent [e.g., M is B(OR)₂, Sn(Alkyl)₃, or Zn-Hal], or a NH-containing heterocycle, under standard Suzuki cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Negishi cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Buchwald-Hartwig cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base). Compound 4-7 can be converted to 4-8 either through oxidation of the sulfur group with a suitable oxidant (e.g. m-CPBA) followed by an S_(N)Ar reaction, or a cross-coupling reaction (Org. Lett. 2002, 4, 979-981). Removal of the protecting group in 4-8 can afford the intermediate 4-9. The free NH group in 4-9 can also be capped by various moieties as illustrated in Scheme 1. The order of the above described chemical reactions can be rearranged or omitted as appropriate to suit the preparation of different analogues.

Compounds of formula 5-20 can be prepared via the synthetic route outlined in Scheme 5. Halogenation of starting material 5-1 with an appropriate reagent, such as N-chloro-succinimide (NCS), N-Bromo-succinimide (NBS), or N-Iodo-succinimide (NIS), affords intermediate 5-2 (Hal is a halide, such as F, Cl, Br, or I). Compound 5-4 can then be prepared by a amide coupling reaction of 5-2 with appropriate acyl chloride 5-3. Condensation of 5-4 followed by decarboxylation can deliver intermediate 5-6. Nitration of intermediate 5-6 gives the nitro adduct 5-7, which upon treatment with a reagent, such as POCl₃, yields intermediate 5-8. A S_(N)Ar reaction of 5-8 with an amine of formula 5-9 (PG is an appropriate protecting group, such as Boc) followed by a second S_(N)Ar with another nucleophile generate compound 5-11. The nitro functionality in 5-11 can be reduced to —NH₂ under suitable conditions (such as using Fe in acetic acid), followed by a cyclization reaction to deliver compound 5-13. Compound 5-19 can be prepared via sequential coupling reactions (and/or S_(N)Ar reactions) of intermediate 5-13 using appropriate coupling partners, in which Cy¹-M is a boronic acid, boronic ester or an appropriately substituted metal reagent [e.g., M is B(OR)₂, Sn(Alkyl)₃, or Zn-Hal, Li, Na, K], or a NH-containing heterocycle, under standard Suzuki Cross-Coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base), or standard Stille cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Negishi cross-coupling conditions (e.g., in the presence of a palladium catalyst), or standard Buchwald-Hartwig cross-coupling conditions (e.g., in the presence of a palladium catalyst and a suitable base). Removal of the protecting group in 5-19 affords the desired product 5-20. The free NH group in 5-20 can also be capped by various moieties as illustrated in Scheme 1. The order of the above described chemical reactions can be rearranged or omitted as appropriate to suit the preparation of different analogues.

KRAS Protein

The Ras family is comprised of three members: KRAS, NRAS and HRAS. RAS mutant cancers account for about 25% of human cancers. KRAS is the most frequently mutated isoform in human cancers: 85% of all RAS mutations are in KRAS, 12% in NRAS, and 3% in HRAS (Simanshu, D. et al. Cell 170.1 (2017):17-33). KRAS mutations are prevalent amongst the top three most deadly cancer types: pancreatic (97%), colorectal (44%), and lung (30%) (Cox, A. D. et al. Nat Rev Drug Discov (2014) 13:828-51). The majority of RAS mutations occur at amino acid residues/codons 12, 13, and 61; Codon 12 mutations are most frequent in KRAS. The frequency of specific mutations varied between RAS genes and G12D mutations are most predominant in KRAS whereas Q61R and G12R mutations are most frequent in NRAS and HRAS. Furthermore, the spectrum of mutations in a RAS isoform differs between cancer types. For example, KRAS G12D mutations predominate in pancreatic cancers (51%), followed by colorectal adenocarcinomas (45%) and lung cancers (17%) (Cox, A. D. et al. Nat Rev Drug Discov (2014) 13:828-51). In contrast, KRAS G12C mutations predominate in non-small cell lung cancer (NSCLC) comprising 11-16% of lung adenocarcinomas (nearly half of mutant KRAS is G12C), as well as 2-5% of pancreatic and colorectal adenocarcinomas, respectively (Cox, A. D. et al. Nat. Rev. Drug Discov. (2014) 13:828-51). Using shRNA knockdown thousands of genes across hundreds of cancer cell lines, genomic studies have demonstrated that cancer cells exhibiting KRAS mutations are highly dependent on KRAS function for cell growth (McDonald, R. et al. Cell 170 (2017): 577-592). Taken together, these findings suggested that KRAS mutations play a critical role in human cancers, therefore development of the inhibitors targeting mutant KRAS may be useful in the clinical treatment of diseases that have characterized by a KRAS mutation.

Methods of Use

The cancer types in which KRAS harboring G12C, G12V, and G12D mutations are implicated include, but are not limited to: carcinomas (e.g., pancreatic, colorectal, lung, bladder, gastric, esophageal, breast, head and neck, cervical skin, thyroid); hematopoietic malignancies (e.g., myeloproliferative neoplasms (MPN), myelodysplastic syndrome (MDS), chronic and juvenile myelomonocytic leukemia (CMML and JMML), acute myeloid leukemia (AML), acute lymphocytic leukemia (ALL) and multiple myeloma (MM)); and other neoplasms (e.g., glioblastoma and sarcomas). In addition, KRAS mutations were found in acquired resistance to anti-EGFR therapy (Knickelbein, K. et al. Genes & Cancer, (2015): 4-12). KRAS mutations were found in immunological and inflammatory disorders (Fernandez-Medarde, A. et al. Genes & Cancer, (2011): 344-358) such as Ras-associated lymphoproliferative disorder (RALD) or juvenile myelomonocytic leukemia (JMML) caused by somatic mutations of KRAS or NRAS.

Compounds of the present disclosure can inhibit the activity of the KRAS protein. For example, compounds of the present disclosure can be used to inhibit activity of KRAS in a cell or in an individual or patient in need of inhibition of the enzyme by administering an inhibiting amount of one or more compounds of the present disclosure to the cell, individual, or patient.

As KRAS inhibitors, the compounds of the present disclosure are useful in the treatment of various diseases associated with abnormal expression or activity of KRAS. Compounds which inhibit KRAS will be useful in providing a means of preventing the growth or inducing apoptosis in tumors, or by inhibiting angiogenesis. It is therefore anticipated that compounds of the present disclosure will prove useful in treating or preventing proliferative disorders such as cancers. In particular, tumors with activating mutants of receptor tyrosine kinases or upregulation of receptor tyrosine kinases may be particularly sensitive to the inhibitors.

In an aspect, provided herein is a method of inhibiting KRAS activity, said method comprising contacting a compound of the instant disclosure with KRAS. In an embodiment, the contacting comprises administering the compound to a patient.

In another aspect, provided herein a is method of treating a disease or disorder associated with inhibition of KRAS interaction, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of any of the formulae disclosed herein, or pharmaceutically acceptable salt thereof.

In an embodiment, the disease or disorder is an immunological or inflammatory disorder.

In another embodiment, the immunological or inflammatory disorder is Ras-associated lymphoproliferative disorder and juvenile myelomonocytic leukemia caused by somatic mutations of KRAS.

In an aspect, provided herein is a method of treating a disease or disorder associated with inhibiting a KRAS protein harboring a G12C mutation, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of any of the formulae disclosed herein, or pharmaceutically acceptable salt thereof.

In another aspect, provided herein is a method of treating cancer in a patient in need thereof comprising administering to the patient a therapeutically effective amount of the compounds disclosed herein wherein the cancer is characterized by an interaction with a KRAS protein harboring a G12C mutation.

In another aspect, provided herein is a method of treating a disease or disorder associated with inhibiting a KRAS protein harboring a G12D mutation, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of any of the formulae disclosed herein, or pharmaceutically acceptable salt thereof.

In yet another aspect, provided herein is also a method of treating cancer in a patient in need thereof comprising administering to the patient a therapeutically effective amount of the compounds disclosed herein wherein the cancer is characterized by an interaction with a KRAS protein harboring a G12D mutation.

In another aspect, provided herein is a method of treating a disease or disorder associated with inhibiting a KRAS protein harboring a G12V mutation, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of any of the formulae disclosed herein, or pharmaceutically acceptable salt thereof.

In yet another aspect, provided herein is also a method of treating cancer in a patient in need thereof comprising administering to the patient a therapeutically effective amount of the compounds disclosed herein wherein the cancer is characterized by an interaction with a KRAS protein harboring a G12V mutation.

In yet another aspect, provided herein is a method for treating a cancer in a patient, said method comprising administering to the patient a therapeutically effective amount of any one of the compounds disclosed herein, or pharmaceutically acceptable salt thereof.

In an embodiment, the cancer is selected from carcinomas, hematological cancers, sarcomas, and glioblastoma.

In another embodiment, the hematological cancer is selected from myeloproliferative neoplasms, myelodysplastic syndrome, chronic and juvenile myelomonocytic leukemia, acute myeloid leukemia, acute lymphocytic leukemia, and multiple myeloma.

In yet another embodiment, the carcinoma is selected from pancreatic,] colorectal, lung, bladder, gastric, esophageal, breast, head and neck, cervical, skin, and thyroid.

In another aspect, provided herein is a method for treating a disease or disorder associated with inhibition of KRAS interaction or a mutant thereof in a patient in need thereof comprising the step of administering to the patient a compound disclosed herein, or a pharmaceutically acceptable salt thereof, or a composition comprising a compound disclosed herein or a pharmaceutically acceptable salt thereof, in combination with another therapy or therapeutic agent as described herein.

In an embodiment, the cancer is selected from hematological cancers, sarcomas, lung cancers, gastrointestinal cancers, genitourinary tract cancers, liver cancers, bone cancers, nervous system cancers, gynecological cancers, and skin cancers.

In another embodiment, the lung cancer is selected from non-small cell lung cancer (NSCLC), small cell lung cancer, bronchogenic carcinoma, squamous cell bronchogenic carcinoma, undifferentiated small cell bronchogenic carcinoma, undifferentiated large cell bronchogenic carcinoma, adenocarcinoma, bronchogenic carcinoma, alveolar carcinoma, bronchiolar carcinoma, bronchial adenoma, chondromatous hamartoma, mesothelioma, pavicellular and non-pavicellular carcinoma, bronchial adenoma, and pleuropulmonary blastoma.

In yet another embodiment, the lung cancer is non-small cell lung cancer (NSCLC). In still another embodiment, the lung cancer is adenocarcinoma.

In an embodiment, the gastrointestinal cancer is selected from esophagus squamous cell carcinoma, esophagus adenocarcinoma, esophagus leiomyosarcoma, esophagus lymphoma, stomach carcinoma, stomach lymphoma, stomach leiomyosarcoma, exocrine pancreatic carcinoma, pancreatic ductal adenocarcinoma, pancreatic insulinoma, pancreatic glucagonoma, pancreatic gastrinoma, pancreatic carcinoid tumors, pancreatic vipoma, small bowel adenocarcinoma, small bowel lymphoma, small bowel carcinoid tumors, Kaposi's sarcoma, small bowel leiomyoma, small bowel hemangioma, small bowel lipoma, small bowel neurofibroma, small bowel fibroma, large bowel adenocarcinoma, large bowel tubular adenoma, large bowel villous adenoma, large bowel hamartoma, large bowel leiomyoma, colorectal cancer, gall bladder cancer, and anal cancer.

In an embodiment, the gastrointestinal cancer is colorectal cancer.

In another embodiment, the cancer is a carcinoma. In yet another embodiment, the carcinoma is selected from pancreatic carcinoma, colorectal carcinoma, lung carcinoma, bladder carcinoma, gastric carcinoma, esophageal carcinoma, breast carcinoma, head and neck carcinoma, cervical skin carcinoma, and thyroid carcinoma.

In still another embodiment, the cancer is a hematopoietic malignancy. In an embodiment, the hematopoietic malignancy is selected from multiple myeloma, acute myelogenous leukemia, and myeloproliferative neoplasms.

In another embodiment, the cancer is a neoplasm. In yet another embodiment, the neoplasm is glioblastoma or sarcomas.

In certain embodiments, the disclosure provides a method for treating a KRAS-mediated disorder in a patient in need thereof, comprising the step of administering to said patient a compound according to the present disclosure, or a pharmaceutically acceptable composition thereof.

In some embodiments, diseases and indications that are treatable using the compounds of the present disclosure include, but are not limited to hematological cancers, sarcomas, lung cancers, gastrointestinal cancers, genitourinary tract cancers, liver cancers, bone cancers, nervous system cancers, gynecological cancers, and skin cancers.

Exemplary hematological cancers include lymphomas and leukemias such as acute lymphoblastic leukemia (ALL), acute myelogenous leukemia (AML), acute promyelocytic leukemia (APL), chronic lymphocytic leukemia (CLL), chronic myelogenous leukemia (CML), diffuse large B-cell lymphoma (DLBCL), mantle cell lymphoma, Non-Hodgkin lymphoma (including relapsed or refractory NHL and recurrent follicular), Hodgkin lymphoma, myeloproliferative diseases (e.g., primary myelofibrosis (PMF), polycythemia vera (PV), essential thrombocytosis (ET), 8p11 myeloproliferative syndrome, myelodysplasia syndrome (MDS), T-cell acute lymphoblastic lymphoma (T-ALL), multiple myeloma, cutaneous T-cell lymphoma, adult T-cell leukemia, Waldenstrom's Macroglubulinemia, hairy cell lymphoma, marginal zone lymphoma, chronic myelogenic lymphoma and Burkitt's lymphoma.

Exemplary sarcomas include chondrosarcoma, Ewing's sarcoma, osteosarcoma, rhabdomyosarcoma, angiosarcoma, fibrosarcoma, liposarcoma, myxoma, rhabdomyoma, rhabdosarcoma, fibroma, lipoma, harmatoma, lymphosarcoma, leiomyosarcoma, and teratoma.

Exemplary lung cancers include non-small cell lung cancer (NSCLC), small cell lung cancer, bronchogenic carcinoma (squamous cell, undifferentiated small cell, undifferentiated large cell, adenocarcinoma), alveolar (bronchiolar) carcinoma, bronchial adenoma, chondromatous hamartoma, mesothelioma, pavicellular and non-pavicellular carcinoma, bronchial adenoma and pleuropulmonary blastoma.

Exemplary gastrointestinal cancers include cancers of the esophagus (squamous cell carcinoma, adenocarcinoma, leiomyosarcoma, lymphoma), stomach (carcinoma, lymphoma, leiomyosarcoma), pancreas (exocrine pancreatic carcinoma, ductal adenocarcinoma, insulinoma, glucagonoma, gastrinoma, carcinoid tumors, vipoma), small bowel (adenocarcinoma, lymphoma, carcinoid tumors, Kaposi's sarcoma, leiomyoma, hemangioma, lipoma, neurofibroma, fibroma), large bowel (adenocarcinoma, tubular adenoma, villous adenoma, hamartoma, leiomyoma), colorectal cancer, gall bladder cancer and anal cancer.

Exemplary genitourinary tract cancers include cancers of the kidney (adenocarcinoma, Wilm's tumor [nephroblastoma], renal cell carcinoma), bladder and urethra (squamous cell carcinoma, transitional cell carcinoma, adenocarcinoma), prostate (adenocarcinoma, sarcoma), testis (seminoma, teratoma, embryonal carcinoma, teratocarcinoma, choriocarcinoma, sarcoma, interstitial cell carcinoma, fibroma, fibroadenoma, adenomatoid tumors, lipoma) and urothelial carcinoma.

Exemplary liver cancers include hepatoma (hepatocellular carcinoma), cholangiocarcinoma, hepatoblastoma, angiosarcoma, hepatocellular adenoma, and hemangioma.

Exemplary bone cancers include, for example, osteogenic sarcoma (osteosarcoma), fibrosarcoma, malignant fibrous histiocytoma, chondrosarcoma, Ewing's sarcoma, malignant lymphoma (reticulum cell sarcoma), multiple myeloma, malignant giant cell tumor chordoma, osteochronfroma (osteocartilaginous exostoses), benign chondroma, chondroblastoma, chondromyxofibroma, osteoid osteoma, and giant cell tumors Exemplary nervous system cancers include cancers of the skull (osteoma, hemangioma, granuloma, xanthoma, osteitis deformans), meninges (meningioma, meningiosarcoma, gliomatosis), brain (astrocytoma, meduoblastoma, glioma, ependymoma, germinoma (pinealoma), glioblastoma, glioblastoma multiform, oligodendroglioma, schwannoma, retinoblastoma, congenital tumors, neuro-ectodermal tumors), and spinal cord (neurofibroma, meningioma, glioma, sarcoma), neuroblastoma, Lhermitte-Duclos disease and pineal tumors.

Exemplary gynecological cancers include cancers of the breast (ductal carcinoma, lobular carcinoma, breast sarcoma, triple-negative breast cancer, HER2-positive breast cancer, inflammatory breast cancer, papillary carcinoma), uterus (endometrial carcinoma), cervix (cervical carcinoma, pre-tumor cervical dysplasia), ovaries (ovarian carcinoma (serous cystadenocarcinoma, mucinous cystadenocarcinoma, unclassified carcinoma), granulosa-thecal cell tumors, Sertoli-Leydig cell tumors, dysgerminoma, malignant teratoma), vulva (squamous cell carcinoma, intraepithelial carcinoma, adenocarcinoma, fibrosarcoma, melanoma), vagina (clear cell carcinoma, squamous cell carcinoma, botryoid sarcoma (embryonal rhabdomyosarcoma), and fallopian tubes (carcinoma).

Exemplary skin cancers include melanoma, basal cell carcinoma, squamous cell carcinoma, Kaposi's sarcoma, Merkel cell skin cancer, moles dysplastic nevi, lipoma, angioma, dermatofibroma, and keloids.

Exemplary head and neck cancers include glioblastoma, melanoma, rhabdosarcoma, lymphosarcoma, osteosarcoma, squamous cell carcinomas, adenocarcinomas, oral cancer, laryngeal cancer, nasopharyngeal cancer, nasal and paranasal cancers, thyroid and parathyroid cancers, tumors of the eye, tumors of the lips and mouth and squamous head and neck cancer.

The compounds of the present disclosure can also be useful in the inhibition of tumor metastases.

In addition to oncogenic neoplasms, the compounds of the present disclosure are useful in the treatment of skeletal and chondrocyte disorders including, but not limited to, achrondroplasia, hypochondroplasia, dwarfism, thanatophoric dysplasia (TD) (clinical forms TD I and TD II), Apert syndrome, Crouzon syndrome, Jackson-Weiss syndrome, Beare-Stevenson cutis gyrate syndrome, Pfeiffer syndrome, and craniosynostosis syndromes. In some embodiments, the present disclosure provides a method for treating a patient suffering from a skeletal and chondrocyte disorder.

In some embodiments, compounds described herein can be used to treat Alzheimer's disease, HIV, or tuberculosis.

As used herein, the term “8p11 myeloproliferative syndrome” is meant to refer to myeloid/lymphoid neoplasms associated with eosinophilia and abnormalities of FGFR1.

As used herein, the term “cell” is meant to refer to a cell that is in vitro, ex vivo or in vivo. In some embodiments, an ex vivo cell can be part of a tissue sample excised from an organism such as a mammal. In some embodiments, an in vitro cell can be a cell in a cell culture. In some embodiments, an in vivo cell is a cell living in an organism such as a mammal.

As used herein, the term “contacting” refers to the bringing together of indicated moieties in an in vitro system or an in vivo system. For example, “contacting” KRAS with a compound described herein includes the administration of a compound described herein to an individual or patient, such as a human, having KRAS, as well as, for example, introducing a compound described herein into a sample containing a cellular or purified preparation containing KRAS.

As used herein, the term “individual,” “subject,” or “patient,” used interchangeably, refers to any animal, including mammals, preferably mice, rats, other rodents, rabbits, dogs, cats, swine, cattle, sheep, horses, or primates, and most preferably humans.

As used herein, the phrase “therapeutically effective amount” refers to the amount of active compound or pharmaceutical agent such as an amount of any of the solid forms or salts thereof as disclosed herein that elicits the biological or medicinal response in a tissue, system, animal, individual or human that is being sought by a researcher, veterinarian, medical doctor or other clinician. An appropriate “effective” amount in any individual case may be determined using techniques known to a person skilled in the art.

The phrase “pharmaceutically acceptable” is used herein to refer to those compounds, materials, compositions, and/or dosage forms which are, within the scope of sound medical judgment, suitable for use in contact with the tissues of human beings and animals without excessive toxicity, irritation, allergic response, immunogenicity or other problem or complication, commensurate with a reasonable benefit/risk ratio.

As used herein, the phrase “pharmaceutically acceptable carrier or excipient” refers to a pharmaceutically-acceptable material, composition, or vehicle, such as a liquid or solid filler, diluent, solvent, or encapsulating material. Excipients or carriers are generally safe, non-toxic and neither biologically nor otherwise undesirable and include excipients or carriers that are acceptable for veterinary use as well as human pharmaceutical use. In one embodiment, each component is “pharmaceutically acceptable” as defined herein. See, e.g., Remington: The Science and Practice of Pharmacy, 21st ed.; Lippincott Williams & Wilkins: Philadelphia, Pa., 2005; Handbook of Pharmaceutical Excipients, 6th ed.; Rowe et al., Eds.; The Pharmaceutical Press and the American Pharmaceutical Association: 2009; Handbook of Pharmaceutical Additives, 3rd ed.; Ash and Ash Eds.; Gower Publishing Company: 2007; Pharmaceutical Preformulation and Formulation, 2nd ed.; Gibson Ed.; CRC Press LLC: Boca Raton, Fla., 2009.

As used herein, the term “treating” or “treatment” refers to inhibiting a disease; for example, inhibiting a disease, condition, or disorder in an individual who is experiencing or displaying the pathology or symptomology of the disease, condition, or disorder (i.e., arresting further development of the pathology and/or symptomology) or ameliorating the disease; for example, ameliorating a disease, condition, or disorder in an individual who is experiencing or displaying the pathology or symptomology of the disease, condition, or disorder (i.e., reversing the pathology and/or symptomology) such as decreasing the severity of the disease.

The term “prevent,” “preventing,” or “prevention” as used herein, comprises the prevention of at least one symptom associated with or caused by the state, disease or disorder being prevented.

It is appreciated that certain features of the present disclosure, which are, for clarity, described in the context of separate embodiments, can also be provided in combination in a single embodiment (while the embodiments are intended to be combined as if written in multiply dependent form). Conversely, various features of the present disclosure which are, for brevity, described in the context of a single embodiment, can also be provided separately or in any suitable subcombination.

Combination Therapies

I. Cancer therapies

Cancer cell growth and survival can be impacted by dysfunction in multiple signaling pathways. Thus, it is useful to combine different enzyme/protein/receptor inhibitors, exhibiting different preferences in the targets which they modulate the activities of, to treat such conditions. Targeting more than one signaling pathway (or more than one biological molecule involved in a given signaling pathway) may reduce the likelihood of drug-resistance arising in a cell population, and/or reduce the toxicity of treatment.

One or more additional pharmaceutical agents such as, for example, chemotherapeutics, anti-inflammatory agents, steroids, immunosuppressants, immune-oncology agents, metabolic enzyme inhibitors, chemokine receptor inhibitors, and phosphatase inhibitors, as well as targeted therapies such as Bcr-Abl, Flt-3, EGFR, HER2, JAK, c-MET, VEGFR, PDGFR, c-Kit, IGF-1R, RAF, FAK, and CDK4/6 kinase inhibitors such as, for example, those described in WO 2006/056399 can be used in combination with the compounds of the present disclosure for treatment of CDK2-associated diseases, disorders or conditions. Other agents such as therapeutic antibodies can be used in combination with the compounds of the present disclosure for treatment of CDK2-associated diseases, disorders or conditions. The one or more additional pharmaceutical agents can be administered to a patient simultaneously or sequentially.

In some embodiments, the CDK2 inhibitor is administered or used in combination with a BCL2 inhibitor or a CDK4/6 inhibitor.

The compounds as disclosed herein can be used in combination with one or more other enzyme/protein/receptor inhibitors therapies for the treatment of diseases, such as cancer and other diseases or disorders described herein. Examples of diseases and indications treatable with combination therapies include those as described herein.

Examples of cancers include solid tumors and non-solid tumors, such as liquid tumors, blood cancers. Examples of infections include viral infections, bacterial infections, fungus infections or parasite infections. For example, the compounds of the present disclosure can be combined with one or more inhibitors of the following kinases for the treatment of cancer: Akt1, Akt2, Akt3, BCL2, CDK4/6, TGF-PR, PKA, PKG, PKC, CaM-kinase, phosphorylase kinase, MEKK, ERK, MAPK, mTOR, EGFR, HER2, HER3, HER4, INS-R, IDH2, IGF-1R, IR-R, PDGFαR, PDGFβR, PI3K (alpha, beta, gamma, delta, and multiple or selective), CSF1R, KIT, FLK-II, KDR/FLK-1, FLK-4, flt-1, FGFR1, FGFR2, FGFR3, FGFR4, c-Met, PARP, Ron, Sea, TRKA, TRKB, TRKC, TAM kinases (Ax1, Mer, Tyro3), FLT3, VEGFR/Flt2, Flt4, EphA1, EphA2, EphA3, EphB2, EphB4, Tie2, Src, Fyn, Lck, Fgr, Btk, Fak, SYK, FRK, JAK, ABL, ALK and B-Raf. In some embodiments, the compounds of the present disclosure can be combined with one or more of the following inhibitors for the treatment of cancer or infections. Non-limiting examples of inhibitors that can be combined with the compounds of the present disclosure for treatment of cancer and infections include an FGFR inhibitor (FGFR1, FGFR2, FGFR3 or FGFR4, e.g., pemigatinib (INCB54828), INCB62079), an EGFR inhibitor (also known as ErB-1 or HER-1; e.g., erlotinib, gefitinib, vandetanib, orsimertinib, cetuximab, necitumumab, or panitumumab), a VEGFR inhibitor or pathway blocker (e.g. bevacizumab, pazopanib, sunitinib, sorafenib, axitinib, regorafenib, ponatinib, cabozantinib, vandetanib, ramucirumab, lenvatinib, ziv-aflibercept), a PARP inhibitor (e.g., olaparib, rucaparib, veliparib or niraparib), a JAK inhibitor (JAK1 and/or JAK2; e.g., ruxolitinib or baricitinib; or JAK1; e.g., itacitinib (INCB39110), INCB052793, or INCB054707), an IDO inhibitor (e.g., epacadostat, NLG919, or BMS-986205, MK7162), an LSD1 inhibitor (e.g., GSK2979552, INCB59872 and INCB60003), a TDO inhibitor, a PI3K-delta inhibitor (e.g., parsaclisib (INCB50465) or INCB50797), a PI3K-gamma inhibitor such as PI3K-gamma selective inhibitor, a Pim inhibitor (e.g., INCB53914), a CSF1R inhibitor, a TAM receptor tyrosine kinases (Tyro-3, Ax1, and Mer; e.g., INCB081776), an adenosine receptor antagonist (e.g., A2a/A2b receptor antagonist), an HPK1 inhibitor, a chemokine receptor inhibitor (e.g., CCR2 or CCR5 inhibitor), a SHP1/2 phosphatase inhibitor, a histone deacetylase inhibitor (HDAC) such as an HDAC8 inhibitor, an angiogenesis inhibitor, an interleukin receptor inhibitor, bromo and extra terminal family members inhibitors (for example, bromodomain inhibitors or BET inhibitors such as INCB54329 and INCB57643), c-MET inhibitors (e.g., capmatinib), an anti-CD19 antibody (e.g., tafasitamab), an ALK2 inhibitor (e.g., INCB00928); or combinations thereof.

In some embodiments, the compound or salt described herein is administered with a PI3Kδ inhibitor. In some embodiments, the compound or salt described herein is administered with a JAK inhibitor. In some embodiments, the compound or salt described herein is administered with a JAK1 or JAK2 inhibitor (e.g., baricitinib or ruxolitinib). In some embodiments, the compound or salt described herein is administered with a JAK1 inhibitor.

In some embodiments, the compound or salt described herein is administered with a JAK1 inhibitor, which is selective over JAK2.

In addition, for treating cancer and other proliferative diseases, compounds described herein can be used in combination with targeted therapies such as, e.g., c-MET inhibitors (e.g., capmatinib), an anti-CD19 antibody (e.g., tafasitamab), an ALK2 inhibitor (e.g., INCB00928); or combinations thereof.

Example antibodies for use in combination therapy include, but are not limited to, trastuzumab (e.g., anti-HER2), ranibizumab (e.g., anti-VEGF-A), bevacizumab (AVASTIN™, e.g., anti-VEGF), panitumumab (e.g., anti-EGFR), cetuximab (e.g., anti-EGFR), rituxan (e.g., anti-CD20), and antibodies directed to c-MET.

One or more of the following agents may be used in combination with the compounds of the present disclosure and are presented as a non-limiting list: a cytostatic agent, cisplatin, doxorubicin, taxotere, taxol, etoposide, irinotecan, camptosar, topotecan, paclitaxel, docetaxel, epothilones, tamoxifen, 5-fluorouracil, methotrexate, temozolomide, cyclophosphamide, SCH 66336, R115777, L778,123, BMS 214662, IRESSA™ (gefitinib), TARCEVA™ (erlotinib), antibodies to EGFR, intron, ara-C, adriamycin, cytoxan, gemcitabine, uracil mustard, chlormethine, ifosfamide, melphalan, chlorambucil, pipobroman, triethylenemelamine, triethylenethiophosphoramine, busulfan, carmustine, lomustine, streptozocin, dacarbazine, floxuridine, cytarabine, 6-mercaptopurine, 6-thioguanine, fludarabine phosphate, oxaliplatin, leucovirin, ELOXATIN™ (oxaliplatin), pentostatine, vinblastine, vincristine, vindesine, bleomycin, dactinomycin, daunorubicin, doxorubicin, epirubicin, idarubicin, mithramycin, deoxycoformycin, mitomycin-C, L-asparaginase, teniposide 17.alpha.-ethinylestradiol, diethylstilbestrol, testosterone, Prednisone, Fluoxymesterone, Dromostanolone propionate, testolactone, megestrolacetate, methylprednisolone, methyltestosterone, prednisolone, triamcinolone, chlorotrianisene, hydroxyprogesterone, aminoglutethimide, estramustine, medroxyprogesteroneacetate, leuprolide, flutamide, toremifene, goserelin, carboplatin, hydroxyurea, amsacrine, procarbazine, mitotane, mitoxantrone, levamisole, navelbene, anastrazole, letrazole, capecitabine, reloxafine, droloxafine, hexamethylmelamine, avastin, HERCEPTIN™ (trastuzumab), BEXXAR™ (tositumomab), VELCADE™ (bortezomib), ZEVALIN™ (ibritumomab tiuxetan), TRISENOX™ (arsenic trioxide), XELODA™ (capecitabine), vinorelbine, porfimer, ERBITUX™ (cetuximab), thiotepa, altretamine, melphalan, trastuzumab, lerozole, fulvestrant, exemestane, ifosfomide, rituximab, C225 (cetuximab), Campath (alemtuzumab), clofarabine, cladribine, aphidicolon, rituxan, sunitinib, dasatinib, tezacitabine, Sml1, fludarabine, pentostatin, triapine, didox, trimidox, amidox, 3-AP, and MDL-101,731.

The compounds of the present disclosure can further be used in combination with other methods of treating cancers, for example by chemotherapy, irradiation therapy, tumor-targeted therapy, adjuvant therapy, immunotherapy or surgery. Examples of immunotherapy include cytokine treatment (e.g., interferons, GM-CSF, G-CSF, IL-2), CRS-207 immunotherapy, cancer vaccine, monoclonal antibody, bispecific or multi-specific antibody, antibody drug conjugate, adoptive T cell transfer, Toll receptor agonists, RIG-1 agonists, oncolytic virotherapy and immunomodulating small molecules, including thalidomide or JAK1/2 inhibitor, PI3Kδ inhibitor and the like. The compounds can be administered in combination with one or more anti-cancer drugs, such as a chemotherapeutic agent. Examples of chemotherapeutics include any of: abarelix, aldesleukin, alemtuzumab, alitretinoin, allopurinol, altretamine, anastrozole, arsenic trioxide, asparaginase, azacitidine, bevacizumab, bexarotene, baricitinib, bleomycin, bortezomib, busulfan intravenous, busulfan oral, calusterone, capecitabine, carboplatin, carmustine, cetuximab, chlorambucil, cisplatin, cladribine, clofarabine, cyclophosphamide, cytarabine, dacarbazine, dactinomycin, dalteparin sodium, dasatinib, daunorubicin, decitabine, denileukin, denileukin diftitox, dexrazoxane, docetaxel, doxorubicin, dromostanolone propionate, eculizumab, epirubicin, erlotinib, estramustine, etoposide phosphate, etoposide, exemestane, fentanyl citrate, filgrastim, floxuridine, fludarabine, fluorouracil, fulvestrant, gefitinib, gemcitabine, gemtuzumab ozogamicin, goserelin acetate, histrelin acetate, ibritumomab tiuxetan, idarubicin, ifosfamide, imatinib mesylate, interferon alfa 2a, irinotecan, lapatinib ditosylate, lenalidomide, letrozole, leucovorin, leuprolide acetate, levamisole, lomustine, meclorethamine, megestrol acetate, melphalan, mercaptopurine, methotrexate, methoxsalen, mitomycin C, mitotane, mitoxantrone, nandrolone phenpropionate, nelarabine, nofetumomab, oxaliplatin, paclitaxel, pamidronate, panitumumab, pegaspargase, pegfilgrastim, pemetrexed disodium, pentostatin, pipobroman, plicamycin, procarbazine, quinacrine, rasburicase, rituximab, ruxolitinib, sorafenib, streptozocin, sunitinib, sunitinib maleate, tamoxifen, temozolomide, teniposide, testolactone, thalidomide, thioguanine, thiotepa, topotecan, toremifene, tositumomab, trastuzumab, tretinoin, uracil mustard, valrubicin, vinblastine, vincristine, vinorelbine, vorinostat, and zoledronate.

Additional examples of chemotherapeutics include proteasome inhibitors (e.g., bortezomib), thalidomide, revlimid, and DNA-damaging agents such as melphalan, doxorubicin, cyclophosphamide, vincristine, etoposide, carmustine, and the like.

Example steroids include corticosteroids such as dexamethasone or prednisone.

Example Bcr-Abl inhibitors include imatinib mesylate (GLEEVAC™), nilotinib, dasatinib, bosutinib, and ponatinib, and pharmaceutically acceptable salts. Other example suitable Bcr-Abl inhibitors include the compounds, and pharmaceutically acceptable salts thereof, of the genera and species disclosed in U.S. Pat. No. 5,521,184, WO 04/005281, and U.S. Ser. No. 60/578,491.

Example suitable Flt-3 inhibitors include midostaurin, lestaurtinib, linifanib, sunitinib, sunitinib, maleate, sorafenib, quizartinib, crenolanib, pacritinib, tandutinib, PLX3397 and ASP2215, and their pharmaceutically acceptable salts. Other example suitable Flt-3 inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 03/037347, WO 03/099771, and WO 04/046120.

Example suitable RAF inhibitors include dabrafenib, sorafenib, and vemurafenib, and their pharmaceutically acceptable salts. Other example suitable RAF inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 00/09495 and WO 05/028444.

Example suitable FAK inhibitors include VS-4718, VS-5095, VS-6062, VS-6063, B1853520, and GSK2256098, and their pharmaceutically acceptable salts. Other example suitable FAK inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 04/080980, WO 04/056786, WO 03/024967, WO 01/064655, WO 00/053595, and WO 01/014402.

Example suitable CDK4/6 inhibitors include palbociclib, ribociclib, trilaciclib, lerociclib, and abemaciclib, and their pharmaceutically acceptable salts. Other example suitable CDK4/6 inhibitors include compounds, and their pharmaceutically acceptable salts, as disclosed in WO 09/085185, WO 12/129344, WO 11/101409, WO 03/062236, WO 10/075074, and WO 12/061156.

In some embodiments, the compounds of the disclosure can be used in combination with one or more other kinase inhibitors including imatinib, particularly for treating patients resistant to imatinib or other kinase inhibitors.

In some embodiments, the compounds of the disclosure can be used in combination with a chemotherapeutic in the treatment of cancer, and may improve the treatment response as compared to the response to the chemotherapeutic agent alone, without exacerbation of its toxic effects. In some embodiments, the compounds of the disclosure can be used in combination with a chemotherapeutic provided herein. For example, additional pharmaceutical agents used in the treatment of multiple myeloma, can include, without limitation, melphalan, melphalan plus prednisone [MP], doxorubicin, dexamethasone, and Velcade (bortezomib). Further additional agents used in the treatment of multiple myeloma include Bcr-Abl, Flt-3, RAF and FAK kinase inhibitors. In some embodiments, the agent is an alkylating agent, a proteasome inhibitor, a corticosteroid, or an immunomodulatory agent. Examples of an alkylating agent include cyclophosphamide (CY), melphalan (MEL), and bendamustine. In some embodiments, the proteasome inhibitor is carfilzomib. In some embodiments, the corticosteroid is dexamethasone (DEX). In some embodiments, the immunomodulatory agent is lenalidomide (LEN) or pomalidomide (POM). Additive or synergistic effects are desirable outcomes of combining a CDK2 inhibitor of the present disclosure with an additional agent.

The agents can be combined with the present compound in a single or continuous dosage form, or the agents can be administered simultaneously or sequentially as separate dosage forms.

The compounds of the present disclosure can be used in combination with one or more other inhibitors or one or more therapies for the treatment of infections. Examples of infections include viral infections, bacterial infections, fungus infections or parasite infections.

In some embodiments, a corticosteroid such as dexamethasone is administered to a patient in combination with the compounds of the disclosure where the dexamethasone is administered intermittently as opposed to continuously.

The compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be combined with another immunogenic agent, such as cancerous cells, purified tumor antigens (including recombinant proteins, peptides, and carbohydrate molecules), cells, and cells transfected with genes encoding immune stimulating cytokines. Non-limiting examples of tumor vaccines that can be used include peptides of melanoma antigens, such as peptides of gp100, MAGE antigens, Trp-2, MARTI and/or tyrosinase, or tumor cells transfected to express the cytokine GM-CSF.

The compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be used in combination with a vaccination protocol for the treatment of cancer. In some embodiments, the tumor cells are transduced to express GM-CSF. In some embodiments, tumor vaccines include the proteins from viruses implicated in human cancers such as Human Papilloma Viruses (HPV), Hepatitis Viruses (HBV and HCV) and Kaposi's Herpes Sarcoma Virus (KHSV). In some embodiments, the compounds of the present disclosure can be used in combination with tumor specific antigen such as heat shock proteins isolated from tumor tissue itself. In some embodiments, the compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be combined with dendritic cells immunization to activate potent anti-tumor responses.

The compounds of the present disclosure can be used in combination with bispecific macrocyclic peptides that target Fe alpha or Fe gamma receptor-expressing effectors cells to tumor cells. The compounds of the present disclosure can also be combined with macrocyclic peptides that activate host immune responsiveness.

In some further embodiments, combinations of the compounds of the disclosure with other therapeutic agents can be administered to a patient prior to, during, and/or after a bone marrow transplant or stem cell transplant. The compounds of the present disclosure can be used in combination with bone marrow transplant for the treatment of a variety of tumors of hematopoietic origin.

The compounds of Formula (I) or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or salts thereof can be used in combination with vaccines, to stimulate the immune response to pathogens, toxins, and self-antigens. Examples of pathogens for which this therapeutic approach may be particularly useful, include pathogens for which there is currently no effective vaccine, or pathogens for which conventional vaccines are less than completely effective. These include, but are not limited to, HIV, Hepatitis (A, B, & C), Influenza, Herpes, Giardia, Malaria, Leishmania, Staphylococcus aureus, Pseudomonas Aeruginosa.

Viruses causing infections treatable by methods of the present disclosure include, but are not limit to human papillomavirus, influenza, hepatitis A, B, C or D viruses, adenovirus, poxvirus, herpes simplex viruses, human cytomegalovirus, severe acute respiratory syndrome virus, Ebola virus, measles virus, herpes virus (e.g., VZV, HSV-1, HAV-6, HSV-II, and CMV, Epstein Barr virus), flaviviruses, echovirus, rhinovirus, coxsackie virus, cornovirus, respiratory syncytial virus, mumps virus, rotavirus, measles virus, rubella virus, parvovirus, vaccinia virus, HTLV virus, dengue virus, papillomavirus, molluscum virus, poliovirus, rabies virus, JC virus and arboviral encephalitis virus.

Pathogenic bacteria causing infections treatable by methods of the disclosure include, but are not limited to, chlamydia, rickettsial bacteria, mycobacteria, staphylococci, streptococci, pneumococci, meningococci and conococci, klebsiella, proteus, serratia, pseudomonas, legionella, diphtheria, salmonella, bacilli, cholera, tetanus, botulism, anthrax, plague, leptospirosis, and Lyme's disease bacteria.

Pathogenic fungi causing infections treatable by methods of the disclosure include, but are not limited to, Candida (albicans, krusei, glabrata, tropicalis, etc.), Cryptococcus neoformans, Aspergillus (fumigatus, niger, etc.), Genus Mucorales (mucor, absidia, rhizophus), Sporothrix schenkii, Blastomyces dermatitidis, Paracoccidioides brasiliensis, Coccidioides immitis and Histoplasma capsulatum.

Pathogenic parasites causing infections treatable by methods of the disclosure include, but are not limited to, Entamoeba histolytica, Balantidium coli, Naegleria fowleri, Acanthamoeba sp., Giardia lambia, Cryptosporidium sp., Pneumocystis carinii, Plasmodium vivax, Babesia microti, Trypanosoma brucei, Trypanosoma cruzi, Leishmania donovani, Toxoplasma gondi, and Nippostrongylus brasiliensis.

When more than one pharmaceutical agent is administered to a patient, they can be administered simultaneously, separately, sequentially, or in combination (e.g., for more than two agents).

Methods for the safe and effective administration of most of these chemotherapeutic agents are known to those skilled in the art. In addition, their administration is described in the standard literature. For example, the administration of many of the chemotherapeutic agents is described in the “Physicians' Desk Reference” (PDR, e.g., 1996 edition, Medical Economics Company, Montvale, N.J.), the disclosure of which is incorporated herein by reference as if set forth in its entirety.

II. Immune-checkpoint therapies

Compounds of the present disclosure can be used in combination with one or more immune checkpoint inhibitors for the treatment of diseases, such as cancer or infections. Exemplary immune checkpoint inhibitors include inhibitors against immune checkpoint molecules such as CBL-B, CD20, CD28, CD40, CD70, CD122, CD96, CD73, CD47, CDK2, GITR, CSF1R, JAK, PI3K delta, PI3K gamma, TAM, arginase, HPK1, CD137 (also known as 4-1BB), ICOS, A2AR, B7-H3, B7-H4, BTLA, CTLA-4, LAG3, TIM3, TLR (TLR7/8), TIGIT, CD112R, VISTA, PD-1, PD-L1 and PD-L2. In some embodiments, the immune checkpoint molecule is a stimulatory checkpoint molecule selected from CD27, CD28, CD40, ICOS, OX40, GITR and CD137. In some embodiments, the immune checkpoint molecule is an inhibitory checkpoint molecule selected from A2AR, B7-H3, B7-H4, BTLA, CTLA-4, IDO, KIR, LAG3, PD-1, TIM3, TIGIT, and VISTA. In some embodiments, the compounds provided herein can be used in combination with one or more agents selected from KIR inhibitors, TIGIT inhibitors, LAIR1 inhibitors, CD160 inhibitors, 2B4 inhibitors and TGFR beta inhibitors.

In some embodiments, the compounds provided herein can be used in combination with one or more agonists of immune checkpoint molecules, e.g., OX40, CD27, GITR, and CD137 (also known as 4-1BB).

In some embodiments, the inhibitor of an immune checkpoint molecule is anti-PD1 antibody, anti-PD-L1 antibody, or anti-CTLA-4 antibody.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of PD-1 or PD-L1, e.g., an anti-PD-1 or anti-PD-L1 monoclonal antibody. In some embodiments, the anti-PD-1 or anti-PD-L1 antibody is nivolumab, pembrolizumab, atezolizumab, durvalumab, avelumab, cemiplimab, atezolizumab, avelumab, tislelizumab, spartalizumab (PDR001), cetrelimab (JNJ-63723283), toripalimab (JS001), camrelizumab (SHR-1210), sintilimab (1B1308), AB122 (GLS-010), AMP-224, AMP-514/MEDI-0680, BMS936559, JTX-4014, BGB-108, SHR-1210, MEDI4736, FAZ053, BCD-100, KN035, CS1001, BAT1306, LZM009, AK105, HLX10, SHR-1316, CBT-502 (TQB2450), A167 (KL-A167), STI-A101 (ZKAB001), CK-301, BGB-A333, MSB-2311, HLX20, TSR-042, or LY3300054. In some embodiments, the inhibitor of PD-1 or PD-L1 is one disclosed in U.S. Pat. Nos. 7,488,802, 7,943,743, 8,008,449, 8,168,757, 8,217, 149, or 10,308,644; U.S. Publ. Nos. 2017/0145025, 2017/0174671, 2017/0174679, 2017/0320875, 2017/0342060, 2017/0362253, 2018/0016260, 2018/0057486, 2018/0177784, 2018/0177870, 2018/0179179, 2018/0179201, 2018/0179202, 2018/0273519, 2019/0040082, 2019/0062345, 2019/0071439, 2019/0127467, 2019/0144439, 2019/0202824, 2019/0225601, 2019/0300524, or 2019/0345170; or PCT Pub. Nos. WO 03042402, WO 2008156712, WO 2010089411, WO 2010036959, WO 2011066342, WO 2011159877, WO 2011082400, or WO 2011161699, which are each incorporated herein by reference in their entirety. In some embodiments, the inhibitor of PD-L1 is INCB086550.

In some embodiments, the antibody is an anti-PD-1 antibody, e.g., an anti-PD-1 monoclonal antibody. In some embodiments, the anti-PD-1 antibody is nivolumab, pembrolizumab, cemiplimab, spartalizumab, camrelizumab, cetrelimab, toripalimab, sintilimab, AB122, AMP-224, JTX-4014, BGB-108, BCD-100, BAT1306, LZM009, AK105, HLX10, or TSR-042. In some embodiments, the anti-PD-1 antibody is nivolumab, pembrolizumab, cemiplimab, spartalizumab, camrelizumab, cetrelimab, toripalimab, or sintilimab. In some embodiments, the anti-PD-1 antibody is pembrolizumab. In some embodiments, the anti-PD-1 antibody is nivolumab. In some embodiments, the anti-PD-1 antibody is cemiplimab. In some embodiments, the anti-PD-1 antibody is spartalizumab. In some embodiments, the anti-PD-1 antibody is camrelizumab. In some embodiments, the anti-PD-1 antibody is cetrelimab. In some embodiments, the anti-PD-1 antibody is toripalimab. In some embodiments, the anti-PD-1 antibody is sintilimab. In some embodiments, the anti-PD-1 antibody is AB122. In some embodiments, the anti-PD-1 antibody is AMP-224. In some embodiments, the anti-PD-1 antibody is JTX-4014. In some embodiments, the anti-PD-1 antibody is BGB-108. In some embodiments, the anti-PD-1 antibody is BCD-100. In some embodiments, the anti-PD-1 antibody is BAT1306. In some embodiments, the anti-PD-1 antibody is LZM009. In some embodiments, the anti-PD-1 antibody is AK105. In some embodiments, the anti-PD-1 antibody is HLX10. In some embodiments, the anti-PD-1 antibody is TSR-042. In some embodiments, the anti-PD-1 monoclonal antibody is nivolumab or pembrolizumab. In some embodiments, the anti-PD-1 monoclonal antibody is MGA012 (INCMGA0012; retifanlimab). In some embodiments, the anti-PD1 antibody is SHR-1210. Other anti-cancer agent(s) include antibody therapeutics such as 4-1BB (e.g., urelumab, utomilumab). In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of PD-L1, e.g., an anti-PD-L1 monoclonal antibody. In some embodiments, the anti-PD-L1 monoclonal antibody is atezolizumab, avelumab, durvalumab, tislelizumab, BMS-935559, MEDI4736, atezolizumab (MPDL3280A; also known as RG7446), avelumab (MSB0010718C), FAZ053, KN035, CS1001, SHR-1316, CBT-502, A167, STI-A101, CK-301, BGB-A333, MSB-2311, HLX20, or LY3300054. In some embodiments, the anti-PD-L1 antibody is atezolizumab, avelumab, durvalumab, or tislelizumab. In some embodiments, the anti-PD-L1 antibody is atezolizumab. In some embodiments, the anti-PD-L1 antibody is avelumab. In some embodiments, the anti-PD-L1 antibody is durvalumab. In some embodiments, the anti-PD-L1 antibody is tislelizumab. In some embodiments, the anti-PD-L1 antibody is BMS-935559. In some embodiments, the anti-PD-L1 antibody is MEDI4736. In some embodiments, the anti-PD-L1 antibody is FAZ053. In some embodiments, the anti-PD-L1 antibody is KN035. In some embodiments, the anti-PD-L1 antibody is CS1001. In some embodiments, the anti-PD-L1 antibody is SHR-1316. In some embodiments, the anti-PD-L1 antibody is CBT-502. In some embodiments, the anti-PD-L1 antibody is A167. In some embodiments, the anti-PD-L1 antibody is STI-A101. In some embodiments, the anti-PD-L1 antibody is CK-301. In some embodiments, the anti-PD-L1 antibody is BGB-A333. In some embodiments, the anti-PD-L1 antibody is MSB-2311. In some embodiments, the anti-PD-L1 antibody is HLX20. In some embodiments, the anti-PD-L1 antibody is LY3300054.

In some embodiments, the inhibitor of an immune checkpoint molecule is a small molecule that binds to PD-L1, or a pharmaceutically acceptable salt thereof. In some embodiments, the inhibitor of an immune checkpoint molecule is a small molecule that binds to and internalizes PD-L1, or a pharmaceutically acceptable salt thereof. In some embodiments, the inhibitor of an immune checkpoint molecule is a compound selected from those in US 2018/0179201, US 2018/0179197, US 2018/0179179, US 2018/0179202, US 2018/0177784, US 2018/0177870, U.S. Ser. No. 16/369,654 (filed Mar. 29, 2019), and U.S. Ser. No. 62/688,164, or a pharmaceutically acceptable salt thereof, each of which is incorporated herein by reference in its entirety.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of KIR, TIGIT, LAIR1, CD160, 2B4 and TGFR beta.

In some embodiments, the inhibitor is MCLA-145.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CTLA-4, e.g., an anti-CTLA-4 antibody. In some embodiments, the anti-CTLA-4 antibody is ipilimumab, tremelimumab, AGEN1884, or CP-675,206.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of LAG3, e.g., an anti-LAG3 antibody. In some embodiments, the anti-LAG3 antibody is BMS-986016, LAG525, INCAGN2385, or eftilagimod alpha (IMP321).

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD73. In some embodiments, the inhibitor of CD73 is oleclumab.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of TIGIT. In some embodiments, the inhibitor of TIGIT is OMP-31M32.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of VISTA. In some embodiments, the inhibitor of VISTA is JNJ-61610588 or CA-170.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of B7-H3. In some embodiments, the inhibitor of B7-H3 is enoblituzumab, MGD009, or 8H9.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of KIR. In some embodiments, the inhibitor of KIR is lirilumab or IPH4102.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of A2aR. In some embodiments, the inhibitor of A2aR is CPI-444.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of TGF-beta. In some embodiments, the inhibitor of TGF-beta is trabedersen, galusertinib, or M7824.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of PI3K-gamma. In some embodiments, the inhibitor of PI3K-gamma is IPI-549.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD47. In some embodiments, the inhibitor of CD47 is Hu5F9-G4 or TTI-621.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD73. In some embodiments, the inhibitor of CD73 is MEDI9447.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD70. In some embodiments, the inhibitor of CD70 is cusatuzumab or BMS-936561.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of TIM3, e.g., an anti-TIM3 antibody. In some embodiments, the anti-TIM3 antibody is INCAGN2390, MBG453, or TSR-022.

In some embodiments, the inhibitor of an immune checkpoint molecule is an inhibitor of CD20, e.g., an anti-CD20 antibody. In some embodiments, the anti-CD20 antibody is obinutuzumab or rituximab.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of OX40, CD27, CD28, GITR, ICOS, CD40, TLR7/8, and CD137 (also known as 4-1BB).

In some embodiments, the agonist of CD137 is urelumab. In some embodiments, the agonist of CD137 is utomilumab.

In some embodiments, the agonist of an immune checkpoint molecule is an inhibitor of GITR. In some embodiments, the agonist of GITR is TRX518, MK-4166, INCAGN1876, MK-1248, AMG228, BMS-986156, GWN323, MED11873, or MEDI6469. In some embodiments, the agonist of an immune checkpoint molecule is an agonist of OX40, e.g., OX40 agonist antibody or OX40L fusion protein. In some embodiments, the anti-OX40 antibody is INCAGN01949, MED10562 (tavolimab), MOXR-0916, PF-04518600, GSK3174998, BMS-986178, or 9B12. In some embodiments, the OX40L fusion protein is MEDI6383.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of CD40. In some embodiments, the agonist of CD40 is CP-870893, ADC-1013, CDX-1140, SEA-CD40, RO7009789, JNJ-64457107, APX-005M, or Chi Lob 7/4.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of ICOS. In some embodiments, the agonist of ICOS is GSK-3359609, JTX-2011, or MEDI-570.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of CD28. In some embodiments, the agonist of CD28 is theralizumab.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of CD27. In some embodiments, the agonist of CD27 is varlilumab.

In some embodiments, the agonist of an immune checkpoint molecule is an agonist of TLR7/8. In some embodiments, the agonist of TLR7/8 is MEDI9197.

The compounds of the present disclosure can be used in combination with bispecific antibodies. In some embodiments, one of the domains of the bispecific antibody targets PD-1, PD-L1, CTLA-4, GITR, OX40, TIM3, LAG3, CD137, ICOS, CD3 or TGFβ receptor. In some embodiments, the bispecific antibody binds to PD-1 and PD-L1. In some embodiments, the bispecific antibody that binds to PD-1 and PD-L1 is MCLA-136. In some embodiments, the bispecific antibody binds to PD-L1 and CTLA-4. In some embodiments, the bispecific antibody that binds to PD-L1 and CTLA-4 is AK104.

In some embodiments, the compounds of the disclosure can be used in combination with one or more metabolic enzyme inhibitors. In some embodiments, the metabolic enzyme inhibitor is an inhibitor of IDO1, TDO, or arginase. Examples of IDO1 inhibitors include epacadostat, NLG919, BMS-986205, PF-06840003, IOM2983, RG-70099 and LY338196. Inhibitors of arginase inhibitors include INCB1158.

As provided throughout, the additional compounds, inhibitors, agents, etc. can be combined with the present compound in a single or continuous dosage form, or they can be administered simultaneously or sequentially as separate dosage forms.

Formulation, Dosage Forms and Administration

When employed as pharmaceuticals, the compounds of the present disclosure can be administered in the form of pharmaceutical compositions. Thus, the present disclosure provides a composition comprising a compound of Formula I, II, or any of the formulas as described herein, a compound as recited in any of the claims and described herein, or a pharmaceutically acceptable salt thereof, or any of the embodiments thereof, and at least one pharmaceutically acceptable carrier or excipient. These compositions can be prepared in a manner well known in the pharmaceutical art, and can be administered by a variety of routes, depending upon whether local or systemic treatment is indicated and upon the area to be treated. Administration may be topical (including transdermal, epidermal, ophthalmic and to mucous membranes including intranasal, vaginal and rectal delivery), pulmonary (e.g., by inhalation or insufflation of powders or aerosols, including by nebulizer; intratracheal or intranasal), oral or parenteral. Parenteral administration includes intravenous, intraarterial, subcutaneous, intraperitoneal intramuscular or injection or infusion; or intracranial, e.g., intrathecal or intraventricular, administration. Parenteral administration can be in the form of a single bolus dose, or may be, e.g., by a continuous perfusion pump. Pharmaceutical compositions and formulations for topical administration may include transdermal patches, ointments, lotions, creams, gels, drops, suppositories, sprays, liquids and powders. Conventional pharmaceutical carriers, aqueous, powder or oily bases, thickeners and the like may be necessary or desirable.

This disclosure also includes pharmaceutical compositions which contain, as the active ingredient, the compound of the present disclosure or a pharmaceutically acceptable salt thereof, in combination with one or more pharmaceutically acceptable carriers or excipients. In some embodiments, the composition is suitable for topical administration. In making the compositions of the present disclosure, the active ingredient is typically mixed with an excipient, diluted by an excipient or enclosed within such a carrier in the form of, e.g., a capsule, sachet, paper, or other container. When the excipient serves as a diluent, it can be a solid, semi-solid, or liquid material, which acts as a vehicle, carrier or medium for the active ingredient. Thus, the compositions can be in the form of tablets, pills, powders, lozenges, sachets, cachets, elixirs, suspensions, emulsions, solutions, syrups, aerosols (as a solid or in a liquid medium), ointments containing, e.g., up to 10% by weight of the active compound, soft and hard gelatin capsules, suppositories, sterile injectable solutions and sterile packaged powders.

In preparing a formulation, the active compound can be milled to provide the appropriate particle size prior to combining with the other ingredients. If the active compound is substantially insoluble, it can be milled to a particle size of less than 200 mesh. If the active compound is substantially water soluble, the particle size can be adjusted by milling to provide a substantially uniform distribution in the formulation, e.g., about 40 mesh.

The compounds provided herein may be milled using known milling procedures such as wet milling to obtain a particle size appropriate for tablet formation and for other formulation types. Finely divided (nanoparticulate) preparations of the compounds presented herein can be prepared by processes known in the art see, e.g., WO 2002/000196.

Some examples of suitable excipients include lactose, dextrose, sucrose, sorbitol, mannitol, starches, gum acacia, calcium phosphate, alginates, tragacanth, gelatin, calcium silicate, microcrystalline cellulose, polyvinylpyrrolidone, cellulose, water, syrup and methyl cellulose. The formulations can additionally include: lubricating agents such as talc, magnesium stearate and mineral oil; wetting agents; emulsifying and suspending agents; preserving agents such as methyl- and propylhydroxy-benzoates; sweetening agents; and flavoring agents. The compositions of the present disclosure can be formulated so as to provide quick, sustained or delayed release of the active ingredient after administration to the patient by employing procedures known in the art.

In some embodiments, the pharmaceutical composition comprises silicified microcrystalline cellulose (SMCC) and at least one compound described herein, or a pharmaceutically acceptable salt thereof. In some embodiments, the silicified microcrystalline cellulose comprises about 98% microcrystalline cellulose and about 2% silicon dioxide w/w.

In some embodiments, the composition is a sustained release composition comprising at least one compound described herein, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier or excipient. In some embodiments, the composition comprises at least one compound described herein, or a pharmaceutically acceptable salt thereof, and at least one component selected from microcrystalline cellulose, lactose monohydrate, hydroxypropyl methylcellulose and polyethylene oxide. In some embodiments, the composition comprises at least one compound described herein, or a pharmaceutically acceptable salt thereof, and microcrystalline cellulose, lactose monohydrate and hydroxypropyl methylcellulose. In some embodiments, the composition comprises at least one compound described herein, or a pharmaceutically acceptable salt thereof, and microcrystalline cellulose, lactose monohydrate and polyethylene oxide. In some embodiments, the composition further comprises magnesium stearate or silicon dioxide. In some embodiments, the microcrystalline cellulose is Avicel PH102™. In some embodiments, the lactose monohydrate is Fast-flo 316™. In some embodiments, the hydroxypropyl methylcellulose is hydroxypropyl methylcellulose 2208 K4M (e.g., Methocel K4 M Premier™) and/or hydroxypropyl methylcellulose 2208 K100LV (e.g., Methocel K00LV™). In some embodiments, the polyethylene oxide is polyethylene oxide WSR 1105 (e.g., Polyox WSR 1105™).

In some embodiments, a wet granulation process is used to produce the composition. In some embodiments, a dry granulation process is used to produce the composition.

The compositions can be formulated in a unit dosage form, each dosage containing from about 5 to about 1,000 mg (1 g), more usually about 100 mg to about 500 mg, of the active ingredient. In some embodiments, each dosage contains about 10 mg of the active ingredient. In some embodiments, each dosage contains about 50 mg of the active ingredient. In some embodiments, each dosage contains about 25 mg of the active ingredient. The term “unit dosage forms” refers to physically discrete units suitable as unitary dosages for human subjects and other mammals, each unit containing a predetermined quantity of active material calculated to produce the desired therapeutic effect, in association with a suitable pharmaceutical excipient.

The components used to formulate the pharmaceutical compositions are of high purity and are substantially free of potentially harmful contaminants (e.g., at least National Food grade, generally at least analytical grade, and more typically at least pharmaceutical grade). Particularly for human consumption, the composition is preferably manufactured or formulated under Good Manufacturing Practice standards as defined in the applicable regulations of the U.S. Food and Drug Administration. For example, suitable formulations may be sterile and/or substantially isotonic and/or in full compliance with all Good Manufacturing Practice regulations of the U.S. Food and Drug Administration.

The active compound may be effective over a wide dosage range and is generally administered in a therapeutically effective amount. It will be understood, however, that the amount of the compound actually administered will usually be determined by a physician, according to the relevant circumstances, including the condition to be treated, the chosen route of administration, the actual compound administered, the age, weight, and response of the individual patient, the severity of the patient's symptoms and the like.

The therapeutic dosage of a compound of the present disclosure can vary according to, e.g., the particular use for which the treatment is made, the manner of administration of the compound, the health and condition of the patient, and the judgment of the prescribing physician. The proportion or concentration of a compound provided herein in a pharmaceutical composition can vary depending upon a number of factors including dosage, chemical characteristics (e.g., hydrophobicity), and the route of administration. For example, the compounds disclosed herein can be provided in an aqueous physiological buffer solution containing about 0.1 to about 10% w/v of the compound for parenteral administration. Some typical dose ranges are from about 1 μg/kg to about 1 g/kg of body weight per day. In some embodiments, the dose range is from about 0.01 mg/kg to about 100 mg/kg of body weight per day. The dosage is likely to depend on such variables as the type and extent of progression of the disease or disorder, the overall health status of the particular patient, the relative biological efficacy of the compound selected, formulation of the excipient, and its route of administration. Effective doses can be extrapolated from dose-response curves derived from in vitro or animal model test systems.

For preparing solid compositions such as tablets, the principal active ingredient is mixed with a pharmaceutical excipient to form a solid preformulation composition containing a homogeneous mixture of a compound of the present disclosure. When referring to these preformulation compositions as homogeneous, the active ingredient is typically dispersed evenly throughout the composition so that the composition can be readily subdivided into equally effective unit dosage forms such as tablets, pills and capsules. This solid preformulation is then subdivided into unit dosage forms of the type described above containing from, e.g., about 0.1 to about 1000 mg of the active ingredient of the present disclosure.

The tablets or pills of the present disclosure can be coated or otherwise compounded to provide a dosage form affording the advantage of prolonged action. For example, the tablet or pill can comprise an inner dosage and an outer dosage component, the latter being in the form of an envelope over the former. The two components can be separated by an enteric layer which serves to resist disintegration in the stomach and permit the inner component to pass intact into the duodenum or to be delayed in release. A variety of materials can be used for such enteric layers or coatings, such materials including a number of polymeric acids and mixtures of polymeric acids with such materials as shellac, cetyl alcohol and cellulose acetate.

The liquid forms in which the compounds and compositions of the present disclosure can be incorporated for administration orally or by injection include aqueous solutions, suitably flavored syrups, aqueous or oil suspensions, and flavored emulsions with edible oils such as cottonseed oil, sesame oil, coconut oil, or peanut oil, as well as elixirs and similar pharmaceutical vehicles.

Compositions for inhalation or insufflation include solutions and suspensions in pharmaceutically acceptable, aqueous or organic solvents, or mixtures thereof, and powders. The liquid or solid compositions may contain suitable pharmaceutically acceptable excipients as described supra. In some embodiments, the compositions are administered by the oral or nasal respiratory route for local or systemic effect. Compositions can be nebulized by use of inert gases. Nebulized solutions may be breathed directly from the nebulizing device or the nebulizing device can be attached to a face mask, tent, or intermittent positive pressure breathing machine. Solution, suspension, or powder compositions can be administered orally or nasally from devices which deliver the formulation in an appropriate manner.

Topical formulations can contain one or more conventional carriers. In some embodiments, ointments can contain water and one or more hydrophobic carriers selected from, e.g., liquid paraffin, polyoxyethylene alkyl ether, propylene glycol, white Vaseline, and the like. Carrier compositions of creams can be based on water in combination with glycerol and one or more other components, e.g., glycerinemonostearate, PEG-glycerinemonostearate and cetylstearyl alcohol. Gels can be formulated using isopropyl alcohol and water, suitably in combination with other components such as, e.g., glycerol, hydroxyethyl cellulose, and the like. In some embodiments, topical formulations contain at least about 0.1, at least about 0.25, at least about 0.5, at least about 1, at least about 2 or at least about 5 wt % of the compound disclosed herein. The topical formulations can be suitably packaged in tubes of, e.g., 100 g which are optionally associated with instructions for the treatment of the select indication, e.g., psoriasis or other skin condition.

The amount of compound or composition administered to a patient will vary depending upon what is being administered, the purpose of the administration, such as prophylaxis or therapy, the state of the patient, the manner of administration and the like. In therapeutic applications, compositions can be administered to a patient already suffering from a disease in an amount sufficient to cure or at least partially arrest the symptoms of the disease and its complications. Effective doses will depend on the disease condition being treated as well as by the judgment of the attending clinician depending upon factors such as the severity of the disease, the age, weight and general condition of the patient and the like.

The compositions administered to a patient can be in the form of pharmaceutical compositions described above. These compositions can be sterilized by conventional sterilization techniques, or may be sterile filtered. Aqueous solutions can be packaged for use as is, or lyophilized, the lyophilized preparation being combined with a sterile aqueous carrier prior to administration. The pH of the compound preparations typically will be between 3 and 11, more preferably from 5 to 9 and most preferably from 7 to 8. It will be understood that use of certain of the foregoing excipients, carriers or stabilizers will result in the formation of pharmaceutical salts.

The therapeutic dosage of a compound of the present disclosure can vary according to, e.g., the particular use for which the treatment is made, the manner of administration of the compound, the health and condition of the patient, and the judgment of the prescribing physician. The proportion or concentration of a compound provided herein in a pharmaceutical composition can vary depending upon a number of factors including dosage, chemical characteristics (e.g., hydrophobicity), and the route of administration. For example, the compounds of the present disclosure can be provided in an aqueous physiological buffer solution containing about 0.1 to about 10% w/v of the compound for parenteral administration. Some typical dose ranges are from about 1 μg/kg to about 1 g/kg of body weight per day. In some embodiments, the dose range is from about 0.01 mg/kg to about 100 mg/kg of body weight per day. The dosage is likely to depend on such variables as the type and extent of progression of the disease or disorder, the overall health status of the particular patient, the relative biological efficacy of the compound selected, formulation of the excipient, and its route of administration. Effective doses can be extrapolated from dose-response curves derived from in vitro or animal model test systems.

Labeled Compounds and Assay Methods

Another aspect of the present disclosure relates to labeled compounds of the disclosure (radio-labeled, fluorescent-labeled, etc.) that would be useful not only in imaging techniques but also in assays, both in vitro and in vivo, for localizing and quantitating KRAS protein in tissue samples, including human, and for identifying KRAS ligands by inhibition binding of a labeled compound. Substitution of one or more of the atoms of the compounds of the present disclosure can also be useful in generating differentiated ADME (Adsorption, Distribution, Metabolism and Excretion). Accordingly, the present disclosure includes KRAS binding assays that contain such labeled or substituted compounds.

The present disclosure further includes isotopically-labeled compounds of the disclosure. An “isotopically” or “radio-labeled” compound is a compound of the disclosure where one or more atoms are replaced or substituted by an atom having an atomic mass or mass number different from the atomic mass or mass number typically found in nature (i.e., naturally occurring). Suitable radionuclides that may be incorporated in compounds of the present disclosure include but are not limited to ²H (also written as D for deuterium), ³H (also written as T for tritium), ¹¹C, ¹³C, ¹⁴C, ¹³N, ¹⁵N, ¹⁵O, ¹⁷O, ¹⁸O, ¹⁸F, ³⁵S, ³⁶Cl, ⁸²Br, ⁷⁵Br, ⁷⁶Br, ⁷⁷Br, ¹²³I, ¹²⁴I, ¹²⁵I, and ¹³¹I. For example, one or more hydrogen atoms in a compound of the present disclosure can be replaced by deuterium atoms (e.g., one or more hydrogen atoms of a C₁₋₆ alkyl group of Formula I, II, or any formulae provided herein can be optionally substituted with deuterium atoms, such as —CD₃ being substituted for —CH₃). In some embodiments, alkyl groups in Formula I, II, or any formulae provided herein can be perdeuterated.

One or more constituent atoms of the compounds presented herein can be replaced or substituted with isotopes of the atoms in natural or non-natural abundance. In some embodiments, the compound includes at least one deuterium atom. In some embodiments, the compound includes two or more deuterium atoms. In some embodiments, the compound includes 1-2, 1-3, 1-4, 1-5, or 1-6 deuterium atoms. In some embodiments, all of the hydrogen atoms in a compound can be replaced or substituted by deuterium atoms.

Synthetic methods for including isotopes into organic compounds are known in the art (Deuterium Labeling in Organic Chemistry by Alan F. Thomas (New York, N.Y., Appleton-Century-Crofts, 1971; The Renaissance of H/D Exchange by Jens Atzrodt, Volker Derdau, Thorsten Fey and Jochen Zimmermann, Angew. Chem. Int. Ed. 2007, 7744-7765; The Organic Chemistry of Isotopic Labelling by James R. Hanson, Royal Society of Chemistry, 2011). Isotopically labeled compounds can be used in various studies such as NMR spectroscopy, metabolism experiments, and/or assays.

Substitution with heavier isotopes, such as deuterium, may afford certain therapeutic advantages resulting from greater metabolic stability, for example, increased in vivo half-life or reduced dosage requirements, and hence may be preferred in some circumstances. (see e.g., A. Kerekes et. al. J. Med. Chem. 2011, 54, 201-210; R. Xu et. al. J. Label Compd. Radiopharm. 2015, 58, 308-312). In particular, substitution at one or more metabolism sites may afford one or more of the therapeutic advantages.

The radionuclide that is incorporated in the instant radio-labeled compounds will depend on the specific application of that radio-labeled compound. For example, for in vitro adenosine receptor labeling and competition assays, compounds that incorporate ³H, ¹⁴C, ⁸²Br, ¹²⁵I, ¹³¹I or ³⁵S can be useful. For radio-imaging applications ¹¹C, ¹⁸F, ¹²⁵I ¹²³I, ¹²⁴I, ¹³¹I, ⁷⁵Br, ⁷⁶Br or ⁷⁷Br can be useful.

It is understood that a “radio-labeled” or “labeled compound” is a compound that has incorporated at least one radionuclide. In some embodiments, the radionuclide is selected from ³H, ¹⁴C, ¹²⁵I, ³⁵S and ⁸²Br.

The present disclosure can further include synthetic methods for incorporating radio-isotopes into compounds of the disclosure. Synthetic methods for incorporating radio-isotopes into organic compounds are well known in the art, and an ordinary skill in the art will readily recognize the methods applicable for the compounds of disclosure.

A labeled compound of the present disclosure can be used in a screening assay to identify and/or evaluate compounds. For example, a newly synthesized or identified compound (i.e., test compound) which is labeled can be evaluated for its ability to bind a KRAS protein by monitoring its concentration variation when contacting with the KRAS, through tracking of the labeling. For example, a test compound (labeled) can be evaluated for its ability to reduce binding of another compound which is known to bind to a KRAS protein (i.e., standard compound). Accordingly, the ability of a test compound to compete with the standard compound for binding to the KRAS protein directly correlates to its binding affinity. Conversely, in some other screening assays, the standard compound is labeled and test compounds are unlabeled. Accordingly, the concentration of the labeled standard compound is monitored in order to evaluate the competition between the standard compound and the test compound, and the relative binding affinity of the test compound is thus ascertained.

Kits

The present disclosure also includes pharmaceutical kits useful, e.g., in the treatment or prevention of diseases or disorders associated with the activity of KRAS, such as cancer or infections, which include one or more containers containing a pharmaceutical composition comprising a therapeutically effective amount of a compound of Formula I, II, or any of the embodiments thereof. Such kits can further include one or more of various conventional pharmaceutical kit components, such as, e.g., containers with one or more pharmaceutically acceptable carriers, additional containers, etc., as will be readily apparent to those skilled in the art. Instructions, either as inserts or as labels, indicating quantities of the components to be administered, guidelines for administration, and/or guidelines for mixing the components, can also be included in the kit.

The present disclosure will be described in greater detail by way of specific examples. The following examples are offered for illustrative purposes, and are not intended to limit the disclosure in any manner. Those of skill in the art will readily recognize a variety of non-critical parameters which can be changed or modified to yield essentially the same results. The compounds of the Examples have been found to inhibit the activity of KRAS according to at least one assay described herein.

EXAMPLES

Experimental procedures for compounds provided herein are provided below. Preparatory LC-MS purifications of some of the compounds prepared were performed on Waters mass directed fractionation systems. The basic equipment setup, protocols, and control software for the operation of these systems have been described in detail in the literature. See e.g. “Two-Pump At Column Dilution Configuration for Preparative LC-MS”, K. Blom, J. Combi. Chem., 4, 295 (2002); “Optimizing Preparative LC-MS Configurations and Methods for Parallel Synthesis Purification”, K. Blom, R. Sparks, J. Doughty, G. Everlof, T. Haque, A. Combs, J. Combi. Chem., 5, 670 (2003); and “Preparative LC-MS Purification: Improved Compound Specific Method Optimization”, K. Blom, B. Glass, R. Sparks, A. Combs, J. Combi. Chem., 6, 874-883 (2004). The compounds separated were typically subjected to analytical liquid chromatography mass spectrometry (LCMS) for purity check.

The compounds separated were typically subjected to analytical liquid chromatography mass spectrometry (LCMS) for purity check under the following conditions: Instrument; Agilent 1100 series, LC/MSD, Column: Waters Sunfire™ C₁₈ 5 μm particle size, 2.1×5.0 mm, Buffers: mobile phase A: 0.025% TFA in water and mobile phase B: acetonitrile; gradient 2% to 80% of B in 3 minutes with flow rate 2.0 mL/minute.

Some of the compounds prepared were also separated on a preparative scale by reverse-phase high performance liquid chromatography (RP-HPLC) with MS detector or flash chromatography (silica gel) as indicated in the Examples. Typical preparative reverse-phase high performance liquid chromatography (RP-HPLC) column conditions are as follows:

pH=2 purifications: Waters Sunfire™ C₁₈ 5 μm particle size, 19×100 mm column, eluting with mobile phase A: 0.1% TFA (trifluoroacetic acid) in water and mobile phase B: acetonitrile; the flow rate was 30 mL/minute, the separating gradient was optimized for each compound using the Compound Specific Method Optimization protocol as described in the literature [see “Preparative LCMS Purification: Improved Compound Specific Method Optimization”, K. Blom, B. Glass, R. Sparks, A. Combs, J. Comb. Chem., 6, 874-883 (2004)]. Typically, the flow rate used with the 30×100 mm column was 60 mL/minute.

pH=10 purifications: Waters XBridge C₁₈ 5 μm particle size, 19×100 mm column, eluting with mobile phase A: 0.15% NH₄OH in water and mobile phase B: acetonitrile; the flow rate was 30 mL/minute, the separating gradient was optimized for each compound using the Compound Specific Method Optimization protocol as described in the literature [See “Preparative LCMS Purification: Improved Compound Specific Method Optimization”, K. Blom, B. Glass, R. Sparks, A. Combs, J. Comb. Chem., 6, 874-883 (2004)]. Typically, the flow rate used with 30×100 mm column was 60 mL/minute.”

The following abbreviations may be used herein: AcOH (acetic acid); Ac₂O (acetic anhydride); aq. (aqueous); atm. (atmosphere(s)); Boc (t-butoxycarbonyl); br (broad); Cbz (carboxybenzyl); calc. (calculated); d (doublet); dd (doublet of doublets); DBU (1,8-diazabicyclo[5.4.0]undec-7-ene); DCM (dichloromethane); DIAD (N, N′-diisopropyl azidodicarboxylate); DIEA (N,N-diisopropylethylamine); DIBAL-H (diisobutylaluminium hydride); DMF (N, N-dimethylformamide); EtOH (ethanol); EtOAc (ethyl acetate); FCC (flash column chromatography); g (gram(s)); h (hour(s)); HATU (N, N, N′, N′-tetramethyl-O-(7-azabenzotriazol-1-yl)uronium hexafluorophosphate); HCl (hydrochloric acid); HPLC (high performance liquid chromatography); Hz (hertz); J (coupling constant); LCMS (liquid chromatography-mass spectrometry); LDA (lithium diisopropylamide); m (multiplet); M (molar); mCPBA (3-chloroperoxybenzoic acid); MS (Mass spectrometry); Me (methyl); MeCN (acetonitrile); MeOH (methanol); mg (milligram(s)); min. (minutes(s)); mL (milliliter(s)); mmol (millimole(s)); N (normal); NCS (N-chlorosuccinimide); NEt₃ (triethylamine); nM (nanomolar); NMP (N-methylpyrrolidinone); NMR (nuclear magnetic resonance spectroscopy); OTf (trifluoromethanesulfonate); Ph (phenyl); pM (picomolar); PPT(precipitate); RP-HPLC (reverse phase high performance liquid chromatography); r.t. (room temperature), s (singlet); t (triplet or tertiary); TBS (tert-butyldimethylsilyl); tert (tertiary); tt (triplet of triplets); TFA (trifluoroacetic acid); THF (tetrahydrofuran); μg (microgram(s)); μL (microliter(s)); μM (micromolar); wt % (weight percent). Brine is saturated aqueous sodium chloride. In vacuo is under vacuum.

The compounds of the present disclosure can be isolated in free-base or pharmaceutical salt form.

Intermediate 1. 2,4,7-trichloro-8-fluoro-3-nitro-1,6-naphthyridine

Step 1. 2-chloro-3-fluoro-5-iodopyridin-4-amine

p-Toluenesulfonic acid monohydrate (1.1 g, 5.8 mmol) was added to a solution of 2-chloro-3-fluoropyridin-4-amine (17 g, 116 mmol) and NIS (31.3 g, 139 mmol) in acetonitrile (150 ml), then the resulting mixture was stirred at 70° C. for 16 h. The reaction mixture was cooled to room temperature, diluted with EtOAc, and washed subsequently with water, saturated NaHCO₃ solution, and brine. After drying over sodium sulfate, the organic layer was concentrated in vacuo to give the crude product (31 g, 98% yield), which was used in the next step without further purification. LCMS calculated for C₅H₄ClFIN₂ (M+H)⁺: m/z=272.9; found 272.9.

Step 2. methyl 4-amino-6-chloro-5-fluoronicotinate

A mixture of 2-chloro-3-fluoro-5-iodopyridin-4-amine (20 g, 73.4 mmol), Et₃N (36.8 ml, 264 mmol), and bis(triphenylphosphine)palladium(II) chloride (5.15 g, 7.34 mmol) in MeOH (250 ml) was degassed with N₂ for 10 minutes, then vacuumed and backfilled with CO gas for 3 times. The reaction was stirred at 60° C. for 18 h to reach full conversion. After cooling to room temperature, the desired product crashed out. The crude product was collected by filtration then air dried (14 g, 93% yield), and used in the next step without further purification. LCMS calculated for C₇H₇ClFN₂O₂(M+H)⁺: m/z=205.0; found 205.0.

Step 3. methyl 6-chloro-4-(3-ethoxy-3-oxopropanamido)-5-fluoronicotinate

A solution of pyridine (11.82 ml, 146 mmol) in 20 mL DCM was added dropwise to a solution of methyl 4-amino-6-chloro-5-fluoronicotinate (23 g, 112 mmol) and ethyl 3-chloro-3-oxopropanoate (18.71 ml, 146 mmol) in DCM (600 mL) at room temperature. The resulting mixture was stirred for 2 h then quenched with water. The organic phase was washed with saturated NaHCO₃ solution, brine, and dried over sodium sulfate. The solution was concentrated in vacuo, and the crude product was purified by recrystallization in EtOAc and hexanes (25.3 g, 71% yield). LCMS calculated for C₁₂H₁₃ClFN₂O₅(M+H)⁺: m/z=319.0; found 319.1.

Step 4. ethyl 7-chloro-8-fluoro-2,4-dihydroxy-1,6-naphthyridine-3-carboxylate

A solution of sodium ethoxide (32.2 ml, 86 mmol) in EtOH was added dropwise to a suspension of methyl 6-chloro-4-(3-ethoxy-3-oxopropanamido)-5-fluoronicotinate (25 g, 78 mmol) in EtOH (150 ml) at room temperature. The reaction was stirred for 1h, and the precipitates were collected by filtration and air dried. The crude product (26 g, 116% yield) was used in the next step without further purification. LCMS calculated for C₁₁H₉ClFN₂O₄ (M+H)⁺: m/z=287.0; found 287.1.

Step 5. 7-chloro-8-fluoro-1,6-naphthyridine-2,4-diol

A suspension of crude ethyl 7-chloro-8-fluoro-2,4-dihydroxy-1,6-naphthyridine-3-carboxylate (30 g, 105 mmol) in concentrated hydrochloric acid (50 mL, 600 mmol) and 1,4-dioxane (250 mL) was refluxed at 100° C. overnight. Upon completion, the reaction mixture was poured into 500 mL ice water, and the precipitates were collected by filtration, washed with ether (3×100 mL), then air dried. The crude product (23.8 g, 105% yield) was used in the next step without further purification. LCMS calculated for C₈H₅ClFN₂O₂(M+H)⁺: m/z=215.0; found 215.0.

Step 6. 7-chloro-8-fluoro-3-nitro-1,6-naphthyridine-2,4-diol

Nitric acid (90% wt, 12 mL, 254 mmol) was added dropwise to a suspension of 7-chloro-8-fluoro-1,6-naphthyridine-2,4-diol (9.5 g, 44 mmol) in acetic acid (100 ml) at room temperature. The reaction was stirred for 3h and monitored by LC-MS to avoid over reaction. The desired product crashed out and was collected by filtration, washed with ether (3×20 mL) and air dried. The crude product (6.4 g, 56% yield) was used in the next step without further purification. LCMS calculated for C₈H₄ClFN₃O₄(M+H)⁺: m/z=260.0; found 260.0.

Step 7. 2,4,7-trichloro-8-fluoro-3-nitro-1,6-naphthyridine

DIPEA (20.9 g, 162 mmol) was added to a suspension of 7-chloro-8-fluoro-3-nitro-1,6-naphthyridine-2,4-diol (14 g, 54 mmol) in POCl₃ (100 ml) at room temperature. The reaction mixture was then stirred at 100° C. for 1h. After cooling down to room temperature, excess POCl₃ was removed in vacuo then azeotroped with toluene. The residue was dissolved in DCM, washed with saturated NaHCO₃ solution, dried over sodium sulfate, and then concentrated in vacuo. The crude product was purified by flash chromatography, eluting with a gradient of 0-35% DCM in hexanes to give intermediate 1 as white solid (12.9 g, 81% yield). LCMS calculated for C₃H₂Cl₃FN₃O₂(M+H)⁺: m/z=295.9/297.9; found 295.9/297.9.

Intermediate 2. 2,3,4,6,8-pentachloro-7-nitro-1,5-naphthyridine

Step 1. methyl 3-amino-4,5,6-trichloropicolinate

NCS (88 g, 662 mmol) was added to a solution of methyl 3-aminopicolinate (25.2 g, 166 mmol) in DMF (350 mL) and then the reaction was stirred for 16 h. The mixture was cooled with ice water and then water (400 mL) was added and stirred for 20 min, the precipitate was filtered and washed with water, dried under reduced pressure to provide the desired product as a solid (23.6 g, 56% yield). The crude product was used directly for next step without further purification. LCMS calculated for C₇H₆Cl₃N₂O₂ (M+H)⁺: m/z=254.9/256.9; found 254.9/256.9.

Step 2. methyl 4,5,6-trichloro-3-(3-methoxy-3-oxopropanamido)picolinate

Methyl 3-chloro-3-oxopropanate (15.1 g, 111 mmol) was added to methyl 3-amino-4,5,6-trichloropicolinate (23.6, 92 mmol) in 1,2-dichloroethane (250 mL). The reaction was heated at 85° C. for 2 h. After cooling to room temperature, saturated NaHCO₃ solution was added and the organic layer separated. The aqueous layer was extracted three times with DCM. The organic layers were combined, dried over Na₂SO₄ and concentrated. The crude product was used directly for next step without further purification. LCMS calculated for C₁₁H₁₀Cl₃N₂O₅(M+H)⁺: m/z=355.0/357.0; found 354.9/356.9.

Step 3. 6,7,8-trichloro-4-hydroxy-1,5-naphthyridin-2(1H)-one

To a solution of the crude product from step 2 in methanol (300 mL) was added 25% NaOMe (69.6 g, 322 mmol). The reaction mixture was vigorously stirred for 1 h. The precipitates were collected by filtration, washed with methanol and dried under reduced pressure.

The solids was dissolved in trifluoroacetic acid (200 mL), and 12 N HCl solution (100 mL) was added. The resulting mixture was stirred at 100° C. for 16 h. After removal of volatiles, water (200 mL) was added and the mixture stirred for 0.5 h. The precipitates were filtered and washed with water, dried under reduced pressure to provide the desired product as a solid (21.0 g, 86%). The crude product was used directly for next step without further purification. LCMS calculated for C₃H₄Cl₃N₂O₂ (M+H)⁺: m/z=264.9/266.9; found 264.9/266.9.

Step 4. 6,7,8-trichloro-4-hydroxy-3-nitro-1,5-naphthyridin-2(1H)-one

Potassium nitrate (12.0 g, 119 mmol) was added to 6,7,8-trichloro-4-hydroxy-1,5-naphthyridin-2(1H)-one (21.0 g, 79 mmol) suspended in sulfuric acid (conc., 60 mL) and the mixture was heated to 50° C. for 6 h. After cooling to ambient temperature, the mixture was slowly poured into a water/ice mixture and stirred vigorously for 1 h. The resulted yellow precipitate was filtered and washed with minimum amount of water, dried under reduced pressure to provide the desired product as a solid (16.5 g, 67%). The crude product was used directly for next step without further purification. LCMS calculated for C₃H₃Cl₃N₃O₄ (M+H)⁺: m/z=309.9/311.9; found 309.9/311.9.

Step 5. 2,3,4,6,8-pentachloro-7-nitro-1,5-naphthyridine

DIPEA (27.8 mL, 159 mmol) was added to a mixture of 6,7,8-trichloro-4-hydroxy-3-nitro-1,5-naphthyridin-2(1H)-one (16.5 g, 53.1 mmol) in POCl₃ (99 mL, 1063 mmol) and then the reaction was stirred at 110° C. for 2 h. The solvent was removed under vacuum and then azeotroped with toluene 3 times. The residue was poured into saturated aqueous solution of NaHCO₃ and stirred vigorously for 0.5 h. The resulted precipitate was filtered, dried under reduced pressure to provide the desired product as a solid. The crude product was used directly for next step without further purification. LCMS calculated for C₃HCl₅N₃O₂(M+H)⁺: m/z=345.8/347.8/349.8; found 345.9/347.9/349.9.

Intermediate 3. 7-bromo-2,4,6-trichloro-3-nitro-1,5-naphthyridine

Step 1. methyl 3-amino-5-bromo-6-chloropicolinate

NCS (9.36 g, 70.1 mmol) was added to a solution of methyl 3-amino-5-bromopicolinate (16.2 g, 70.1 mmol) in DMF (140 mL) and then the reaction was stirred for 16 h. The mixture was cooled with ice water and then water (200 mL) was added and stirred for 20 min, the precipitate was filtered and washed with water, dried under reduced pressure to provide the desired product as a solid. The crude product was used directly for next step without further purification. LCMS calculated for C₇H₇BrClN₂O₂(M+H)⁺: m/z=264.9/266.9; found 264.9/266.9.

Step 2. methyl 5-bromo-6-chloro-3-(3-methoxy-3-oxopropanamido)picolinate

This compound was prepared according to the procedure described in Intermediate 2 Step 2, replacing methyl 3-amino-4,5,6-trichloropicolinate with methyl 3-amino-5-bromo-6-chloropicolinate. LCMS calculated for C₁₁H₁₀BrClN₂O₅(M+H)⁺: m/z=365.0/367.0; found 364.9/366.9.

Step 3. 7-bromo-6-chloro-4-hydroxy-1,5-naphthyridin-2(1H)-one

This compound was prepared according to the procedure described in Intermediate 2 Step 3, replacing methyl 4,5,6-trichloro-3-(3-methoxy-3-oxopropanamido)picolinate with methyl 5-bromo-6-chloro-3-(3-methoxy-3-oxopropanamido)picolinate. LCMS calculated for C₃H₅BrClN₂O₂(M+H)⁺: m/z=274.9/276.9; found 274.9/276.9.

Step 4. 7-bromo-6-chloro-4-hydroxy-3-nitro-1,5-naphthyridin-2(1H)-one

This compound was prepared according to the procedure described in Intermediate 2 Step 4, replacing 6,7,8-trichloro-4-hydroxy-1,5-naphthyridin-2(1M)-one with 7-bromo-6-chloro-4-hydroxy-1,5-naphthyridin-2(1)-one. LCMS calculated for C₃H₄BrClN₃O₄(M+H)⁺: m/z=319.9/321.9; found 319.9/321.9.

Step 5. 7-bromo-2,4,6-trichloro-3-nitro-1,5-naphthyridine

This compound was prepared according to the procedure described in Intermediate 2 Step 5, replacing 6,7,8-trichloro-4-hydroxy-3-nitro-1,5-naphthyridin-2(1M)-one with 7-bromo-6-chloro-4-hydroxy-3-nitro-1,5-naphthyridin-2(1)-one. LCMS calculated for C₃H₂BrCl₃N₂O₂ (M+H)⁺: m/z=355.8/357.8/359.8; found 355.9/357.9/359.9.

Intermediate 4. tert-butyl (endo)-5-((7-chloro-8-fluoro-2-(methylthio)-3-nitro-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-butyl (endo)-5-((2,7-dichloro-8-fluoro-3-nitro-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

DIPEA (2.503 ml, 14.33 mmol) was added dropwise to a suspension of 2,4,7-trichloro-8-fluoro-3-nitro-1,6-naphthyridine (intermediate 1, 4.72 g, 14.33 mmol) and tert-butyl (endo)-5-amino-2-azabicyclo[2.1.1]hexane-2-carboxylate (2.84 g, 14.33 mmol) in acetonitrile (80 ml) at 0° C. The mixture was stirred at 0° C. for 1h, and the precipitates were collected by filtration to give the crude product as yellow solid (5.97 g, 91% yield), which was used in the next step without further purification. LCMS calculated for C₁₈H₁₉C₂FN₅O₄ (M+H)⁺: m/z=458.1; found 458.1.

Step 2. tert-butyl (endo)-5-((7-chloro-8-fluoro-2-(methylthio)-3-nitro-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Sodium thiomethoxide (1.698 g, 24.22 mmol) was added to a suspension of tert-butyl (endo)-5-((2,7-dichloro-8-fluoro-3-nitro-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (7.4 g, 16.15 mmol) in MeOH (150 ml) at 0° C. in one portion, the reaction mixture was stirred at 0° C. for 3h. Upon completion, the reaction was poured into water (200 mL), and the precipitates were collected by filtration and air dried, which was used in the next step without further purification. LCMS calculated for C₁₉H₂₂ClFN₅O₄S (M+H)⁺: m/z=470.1; found 470.1.

Intermediate 5. tert-butyl (endo)-5-((7-chloro-8-fluoro-3-iodo-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-butyl (endo)-5-((tert-butoxycarbonyl)(7-chloro-8-fluoro-2-(methylthio)-3-nitro-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

4-Dimethylaminopyridine (0.395 g, 3.23 mmol) was added to a solution of tert-butyl (endo)-5-((7-chloro-8-fluoro-2-(methylthio)-3-nitro-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 4, 7.8 g, 16.60 mmol), di-tert-butyl dicarbonate (8.8 g, 40.4 mmol), and triethylamine (4.50 ml, 32.3 mmol) in THF (150 ml), and the resulting mixture was stirred at 60° C. for 2h. The reaction was cooled down, concentrated and purified by flash chromatography, eluting with 0-25% EtOAc in hexanes to give the product (6.5 g, 71% yield over two steps). LCMS calculated for C₂₄H₂₉ClFN₅O₆SNa (M+Na)⁺: m/z=592.1; found 592.1.

Step 2. tert-butyl (endo)-5-((3-amino-7-chloro-8-fluoro-2-(methylthio)-1,6-naphthyridin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of ammonium chloride (5.91 g, 111 mmol), tert-butyl (endo)-5-((tert-butoxycarbonyl)(7-chloro-8-fluoro-2-(methylthio)-3-nitro-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (6 g, 10.53 mmol), and iron (5.88 g, 105 mmol) in THF (15 ml), MeOH (15.00 ml) and Water (15.00 ml) was stirred at 60° C. for 2h with LCMS monitoring. When the reaction was completed, the mixture was filter through celite, and the filtrate was extracted with EtOAc. The organic layer was washed with brine, dried over sodium sulfate, concentrated to give the crude product (5.7 g, 100% yield), which was used in the next step without further purification. LCMS calculated for C₂₄H₃₂ClFN₅O₄S (M+H)⁺: m/z=540.2; found 540.1.

Step 3. tert-butyl (endo)-5-((tert-butoxycarbonyl)(7-chloro-8-fluoro-3-iodo-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of tert-butyl (endo)-5-((3-amino-7-chloro-8-fluoro-2-(methylthio)-1,6-naphthyridin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (0.5 g, 0.926 mmol) in Acetonitrile (37.5 ml) at −10° C. was added a solution of sulfuric acid (0.123 ml, 2.315 mmol) in Water (0.562 ml), followed by the addition of potassium iodide (0.615 g, 3.70 mmol) in Water (0.562 ml). After stirring for 5 min, a solution of sodium nitrite (0.128 g, 1.852 mmol) in Water (0.562 ml) was slowly added to maintain internal T<0° C. The reaction mixture was stirred at −10° C. for 30 minutes, then gradually warmed up to room temperature and continued stirring for another 30 minutes with LCMS monitoring. The reaction mixture was extracted with EtOAc, washed with brine, then purified by flash chromatography (0-25% EtOAc in hexanes) to give the desire product (0.5 g, 83% yield). LCMS calculated for C₂₄H₃₀ClFN₄O₄S (M+H)⁺: m/z=651.1; found 651.0.

Step 4. tert-butyl (endo)-5-((7-chloro-8-fluoro-3-iodo-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A solution of tert-butyl (endo)-5-((tert-butoxycarbonyl)(7-chloro-8-fluoro-3-iodo-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (4 g, 6.1 mmol) in DCM (20 mL) and TFA (20 mL) was stirred at room temperature for 3h, then the mixture was concentrated in vacuo to remove volatiles. The residue was dissolved in THF (40 mL), and di-tert-butyl dicarbonate (2.0 g, 9.2 mmol), and TEA (8.57 ml, 61.5 mmol) were added, followed by addition of 4-dimethylaminopyridine (150 mg, 1.23 mmol). The mixture was stirred at room temperature for 1h with LCMS monitoring. Most of the product crashed out from the reaction mixture and was collected by filtration, the filtrate was concentrated and purified by flash chromatography (0-40% EtOAc in hexanes), yielding intermediate 3 as a white solid (2.9 g, 86% yield). LCMS calculated for C₁₉H₂₂ClFIN₄O₂S (M+H)⁺: m/z=551.0; found 551.0.

Intermediate 6. 2-(3-(Methoxymethoxy)naphthalen-1-yl)-4,4,5,5-tetramethyl-1,3,2-dioxaborolane

Step 1: 1-bromo-3-(methoxymethoxy)naphthalene

A sample of 4-bromonaphthalen-2-ol (1.57 g, 7.04 mmol) was dissolved in DCM (14 mL) and stirred at room temperature. The solution was treated with N,N-diisopropylethylamine (1.4 mL, 7.8 mmol) and chloromethyl methyl ether (0.6 mL, 7.8 mmol). After 20 min, LCMS indicated complete conversion to the desired product. The reaction was quenched with saturated aq. NH₄Cl and diluted with DCM. The layers were separated, and the aqueous layer was extracted with additional DCM. The combined organic layers were dried over MgSO₄, filtered, and concentrated in vacuo. The crude material was dissolved in 50% DCM in hexanes and filtered through a silica plug. The filtrate was concentrated in vacuo to provide 1-bromo-3-(methoxymethoxy)naphthalene (1.76 g, 6.59 mmol, 94% yield). LCMS calculated for C₁H₈BrO₄ (M-MeOH)⁺: m/z=235.0, 237.0; found: 235.0, 237.0.

Step 2: 2-(3-(Methoxymethoxy)naphthalen-1-yl)-4,4,5,5-tetramethyl-1,3,2-dioxaborolane

A sample of 1-bromo-3-(methoxymethoxy)naphthalene (1.76 g, 6.59 mmol) was dissolved in dioxane (19 mL) and stirred at room temperature. The solution was treated with potassium acetate (1.9 g, 19.8 mmol) and bis(pinacolato)diboron (2.5 g, 9.9 mmol). Finally, [1,1′-bis(diphenylphosphino)ferrocene]dichloropalladium(II), DCM complex (0.270 g, 0.329 mmol) was added to the solution, which was then stirred at 100° C. After 16 hours, LCMS indicated complete conversion to the product. The reaction mixture was diluted with EtOAc, filtered to remove solids, and concentrated in vacuo. The crude material was purified by flash column chromatography (0-40% EtOAc/hexanes) to give 2-(3-(methoxymethoxy)naphthalen-1-yl)-4,4,5,5-tetramethyl-1,3,2-dioxaborolane (1.74 g, 5.53 mmol, 84% yield). LCMS calculated for C₁₇H₂₀BO₃ (M-MeOH)⁺: m/z=283.2; found: 283.1.

Intermediate 7. tert-butyl (endo)-5-(7-chloro-6-fluoro-2-(3-methoxy-3-oxopropyl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-butyl (endo)-5-((7-chloro-8-fluoro-3-(5-methoxy-5-oxopent-1-yn-1-yl)-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of tert-butyl (endo)-5-((7-chloro-8-fluoro-3-iodo-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Intermediate 5, 45 mg, 0.082 mmol), DIPEA (143 μl, 0.817 mmol), methyl pent-4-ynoate (27.5 mg, 0.245 mmol), Pd(PPh₃)₄(9.4 mg, 0.008 mmol) and copper(I) iodide (3.11 mg, 0.016 mmol) in DMF (1 ml) was stirred at 70° C. for 2h. The reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The crude was purified by flash chromatography to give the desired product (39 mg, 89%). LCMS calculated for C₂₅H₂₉ClFN₄O₄S (M+H)⁺: m/z=535.2; found 535.1.

Step 2. tert-butyl (endo)-5-(7-chloro-6-fluoro-2-(3-methoxy-3-oxopropyl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A solution of tert-butyl (endo)-5-((7-chloro-8-fluoro-3-(5-methoxy-5-oxopent-1-yn-1-yl)-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (78 mg, 0.146 mmol), silver tetrafluoroborate (42.6 mg, 0.219 mmol), and (1,3-bis(2,6-diisopropylphenyl)-1,3-dihydro-2H-imidazol-2-ylidene)gold(III) chloride (18.11 mg, 0.029 mmol) in THF (2 ml) was stirred at 70° C. for 2h with LCMS monitoring. The reaction mixture was diluted with EtOAc and filtered through celite, the filtrate was concentrated, and purified by chromatography to give the product (46 mg, 59%). LCMS calculated for C₂₅H₂₉ClFN₄O₄S (M+H)⁺: m/z=535.2; found 535.1.

Intermediate 8. tert-butyl (endo)-5-(7-chloro-6-fluoro-4-(methylthio)-2-((2-oxooxazolidin-3-yl)methyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-butyl (endo)-5-((7-chloro-8-fluoro-2-(methylthio)-3-(3-(2-oxooxazolidin-3-yl)prop-1-yn-1-yl)-1,6-naphthyridin-4-yl)amino)-2-methyl-2l4-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of tert-butyl (endo)-5-((7-chloro-8-fluoro-3-iodo-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Intermediate 5, 230 mg, 0.42 mmol), DIPEA (0.73 mL, 4.18 mmol), 3-(prop-2-yn-1-yl)oxazolidin-2-one (104 mg, 0.0.84 mmol), Pd(PPh₃)₄(48 mg, 0.04 mmol) and copper(I) iodide (16 mg, 0.08 mmol) in DMF (4 ml) was stirred at 70° C. for 2h. The reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The crude was purified by flash chromatography to give the desired product (217 mg, 95%). LCMS calculated for C₂₅H₂₈ClFN₅O₄S (M+H)⁺: m/z=548.2; found 548.1.

Step 2. tert-butyl (endo)-5-(7-chloro-6-fluoro-4-(methylthio)-2-((2-oxooxazolidin-3-yl)methyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A solution of tert-butyl (endo)-5-((7-chloro-8-fluoro-2-(methylthio)-3-(3-(2-oxooxazolidin-3-yl)prop-1-yn-1-yl)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (170 mg, 0.31 mmol), silver tetrafluoroborate (91 mg, 0.46 mmol), and (1,3-bis(2,6-diisopropylphenyl)-1,3-dihydro-2H-imidazol-2-ylidene)gold(III) chloride (38.5 mg, 0.062 mmol) in THF (2 ml) was stirred at 70° C. for 2h with LCMS monitoring. The reaction mixture was diluted with EtOAc and filtered through celite, the filtrate was concentrated, and purified by flash chromatography (0-10% MeOH in DCM) to give the product (93 mg, 55%). LCMS calculated for C₂₅H₂₈ClFN₅O₄S (M+H)⁺: m/z=548.2; found 548.1.

Intermediate 9. tert-butyl (endo)-5-(7-chloro-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-2-((2-oxooxazolidin-3-yl)methyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-butyl (endo)-5-(7-chloro-6-fluoro-4-(methylsulfinyl)-2-((2-oxooxazolidin-3-yl)methyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

m-CPBA (236 mg, 1.37 mmol) was added to a solution of tert-butyl (endo)-5-(7-chloro-6-fluoro-4-(methylthio)-2-((2-oxooxazolidin-3-yl)methyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 8, 500 mg, 0.91 mmol) in DCM (10 ml) at 0° C., and the resulting mixture was stirred at 0° C. for 30 minutes. The reaction was diluted with EtOAc, washed with saturated NaHCO₃ aq. solution, dried over MgSO₄ and then concentrated in vacuo to give the crude product, which was used in the next step without further purification. LCMS calculated for C₂₅H₂₈ClFN₅O₅S (M+H)⁺: m/z=564.1; found 564.1.

Step 2. tert-butyl (endo)-5-(7-chloro-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-2-((2-oxooxazolidin-3-yl)methyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

LiHMDS (1 M in THF, 1.35 mL, 1.35 mmol) was added dropwise to a solution of the crude product from step 1 (380 mg, 0.67 mmol) and (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol (174 mg, 1.35 mmol) in THF (10 mL) at 0° C., and the reaction was stirred at 0° C. for 30 minutes with LCMS monitoring. Upon completion, the reaction mixture was concentrated in vacuo, and the residue was purified by flash chromatography (0-20% MeOH in DCM) to give the product (231 mg, 55% yield). LCMS calculated for C₃₁H₃₉ClFN₆O₅(M+H)⁺: m/z=629.3; found 629.2.

Intermediate 10. tert-butyl (endo)-5-(7-chloro-6-fluoro-2-methyl-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-butyl (endo)-5-((7-chloro-8-fluoro-2-(methylthio)-3-(prop-1-yn-1-yl)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of tert-butyl (endo)-5-((7-chloro-8-fluoro-3-iodo-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 5, 275 mg, 0.5 mmol), tributyl(prop-1-yn-1-yl)stannane (0.30 ml, 1.0 mmol), Pd(PPh₃)₂Cl₂ (32 mg, 0.05 mmol) and CsF (304 mg, 2 mmol) in THF (4 ml) was stirred at 70° C. for 2h. The reaction mixture was filtered through Celite and washed with EtOAc, and the combined filtrate was concentrated in vacuo. The residue was purified by flash chromatography (0-50% EtOAc in hexanes) to give the product (178 mg, 77% yield). LCMS calculated for C₂₂H₂₅ClFN₄O₂S (M+H)⁺: m/z=463.1; found 463.1.

Step 2. tert-butyl (endo)-5-(7-chloro-6-fluoro-2-methyl-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A solution of tert-butyl (endo)-5-((7-chloro-8-fluoro-2-(methylthio)-3-(prop-1-yn-1-yl)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (66 mg, 0.143 mmol), silver tetrafluoroborate (41.6 mg, 0.21 mmol) and (1,3-bis(2,6-diisopropylphenyl)-1,3-dihydro-2H-imidazol-2-ylidene)gold(III) chloride (8.8 mg, 0.014 mmol) in THF (2 ml) was stirred at 70° C. for 2h with LCMS monitoring. The reaction mixture was diluted with EtOAc and filtered through celite, the filtrate was concentrated, and purified by chromatography to give the product as a solid. LCMS calculated for C₂₂H₂₅ClFN₄O₂S (M+H)⁺: m/z=463.1; found 463.1.

Intermediate 11. tert-butyl (endo)-5-(7-chloro-6-fluoro-2-methyl-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-butyl (endo)-5-(7-chloro-6-fluoro-2-methyl-4-(methylsulfinyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

m-CPBA (123 mg, 0.713 mmol) was added to a solution of tert-butyl (endo)-5-(6-fluoro-7-(3-(methoxymethoxy)naphthalen-1-yl)-2-methyl-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 10, 220 mg, 0.475 mmol) in DCM (5 ml) at 0° C., and the resulting mixture was stirred at 0° C. for 30 minutes. The reaction was diluted with EtOAc, washed with saturated NaHCO₃ solution, dried over MgSO₄ and then concentrated in vacuo to give the crude product, which was used in the next step without further purification. LCMS calculated for C₂₂H₂₅ClFN₄O₃S (M+H)⁺: m/z=479.1; found 479.1.

Step 2. tert-butyl (endo)-5-(7-chloro-6-fluoro-2-methyl-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

LiHMDS (1 M in THF, 0.95 mL, 0.95 mmol) was added dropwise to a solution of the crude product from step 1 and (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol (123 mg, 0.95 mmol) in THF (5 mL) at 0° C., and the reaction was then warmed up to room temperature and stirred for 30 minutes with LCMS monitoring. The reaction mixture was concentrated in vacuo and the residue was purified by flash chromatography (eluting with 0-15% MeOH in DCM) to give the desired product as an oil (164 mg, 63% yield over two steps). LCMS calculated for C₂₈H₃₆ClFN₅O₃(M+H)⁺: m/z=544.2; found 544.2.

Intermediate 12. tert-butyl (endo)-5-(7-chloro-2-(3-(dimethylamino)-3-oxopropyl)-6-fluoro-4-(methylthio)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-butyl (endo)-5-((3-amino-7-chloro-8-fluoro-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Sodium hydrosulfite (395 mg, 1.92 mmol) in water (1 mL) was added to a suspension of tert-butyl (endo)-5-((7-chloro-8-fluoro-2-(methylthio)-3-nitro-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 4, 300 mg, 0.64 mmol) and 30% aq. ammonium hydroxide (0.46 mL, 6.4 mmol) in MeOH (5 mL) at room temperature. After 10 min, the reaction was diluted with water and extracted with DCM for 3 times. The combined organic layers were dried Na₂SO₄, filtered and concentrated to give the crude product (250 mg, 89% yield), which was used in the next step without further purification. LCMS calculated for C₁₉H₂₄ClFN₅O₂S (M+H)⁺: m/z=440.1; found 440.2.

Step 2. tert-butyl (endo)-5-(7-chloro-2-(3-(dimethylamino)-3-oxopropyl)-6-fluoro-4-(methylthio)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A solution of tert-butyl (endo)-5-((3-amino-7-chloro-8-fluoro-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (250 mg, 0.57 mmol) and N,N-dimethyl-4-oxobutanamide (220 mg, 1.7 mmol) in i-PrOH (4 mL) was stirred at 80° C. overnight. The reaction mixture was concentrated and the residue was purified by flash chromatography (0-10% MeOH in DCM) to give the product (273 mg, 87% yield). LCMS calculated for C₂₅H₃₁ClFN₆O₃S (M+H)⁺: m/z=549.2; found 549.2.

Intermediate 13. tert-butyl (2S,4S)-4-amino-2-(cyanomethyl)piperidine-1-carboxylate

Step 1. tert-butyl (R)-6-cyano-5-hydroxy-3-oxohexanoate

To a solution of 2.0 M LDA (100 mL, 200 mmol) in anhydrous THF (223 mL) was cooled to −78° C. for 1 h, and then tert-butyl acetate (26.9 mL, 200 mmol) was added dropwise with stirring over 20 min. After an additional 40 minutes maintained at −78° C., a solution of ethyl (R)-4-cyano-3-hydroxybutanoate (10.5 g, 66.8 mmol) was added dropwise. The mixture was allowed to stir at −40° C. for 4 h, and then an appropriate amount of HCl (2 M) was added to the mixture, keeping pH ˜6. During this quench, the temperature of the mixture was maintained at −10° C. Upon completion, the temperature of the mixture was cooled to 0° C. The mixture was extracted with ethyl acetate (3×100 mL). The combined organic layer was washed with NaHCO₃ (100 mL) and brine (100 mL), dried over anhydrous Na₂SO₄, and evaporated to provide the material as yellow oil (15.0 g, 99% yield). LCMS calculated for C₁₁H₁₈NO₄ (M+H)⁺: m/z=228.2; found: 228.2.

Step 2. tert-butyl (2S,4R)-2-(2-(tert-butoxy)-2-oxoethyl)-4-hydroxypiperidine-1-carboxylate

A solution of tert-butyl (R)-6-cyano-5-hydroxy-3-oxohexanoate (15.0 g, 66.0 mmol) in acetic acid (110 ml) was treated with platinum (IV) oxide hydrate (0.868 g, 3.30 mmol). The Parr bottle was evacuated and backfilled with H₂ three times and stirred under a H₂ atmosphere (45 psi, recharged 4 times) at 22° C. for 3h. The mixture was filtered through Celite and the filter cake was washed with EtOH. The filtrate was concentrated to yield product with a ˜9:1 cis:trans diastereomer ratio.

The residue was dissolved in methanol (100 mL) then Boc-anhydride (15.32 ml, 66.0 mmol), sodium carbonate (13.99 g, 132 mmol) was added. The reaction mixture was stirred at room temperature overnight. The mixture was filtered and concentrated. The residue was purified with silica gel column to give the desired product (11.7 g, 56% yield). LCMS calculated for C₁₆H₂₉NNaO₅ (M+Na)⁺: m/z=338.2; found: 338.2.

Step 3. tert-butyl (2S,4S)-4-azido-2-(2-(tert-butoxy)-2-oxoethyl)piperidine-1-carboxylate

To a solution of tert-butyl (2S,4R)-2-(2-(tert-butoxy)-2-oxoethyl)-4-hydroxypiperidine-1-carboxylate (2.10 g, 6.66 mmol) in DCM (33 ml) at 0° C. was added Ms-Cl (0.67 mL, 8.66 mmol), After stirring for 1 h, The reaction was diluted with water and organic layer was separated and dried over Na₂SO₄, filtered and concentrated. The resulting residue was dissolved in DMF and sodium azide (1.3 g, 20 mmol) was added and the reaction mixture was heated at 70° C. for 5 h. After cooling to rt, the reaction was diluted with EtOAc and water. The organic layer was separated and dried over Na₂SO₄, filtered and concentrated. The residue was purified with silica gel column to give the desired product (1.90 g, 84% yield). LCMS calculated for (Product-Boc) C₁₁H₂₁N₄O₂ (M+H)⁺: m/z=241.2; found: 241.2.

Step 4. tert-butyl (2S,4S)-4-amino-2-(2-(tert-butoxy)-2-oxoethyl)piperidine-1-carboxylate

To a solution of tert-butyl (2S,4S)-4-azido-2-(2-(tert-butoxy)-2-oxoethyl)piperidine-1-carboxylate (1.9 g, 5.58 mmol) in methanol (27.9 ml) was added 10% palladium on carbon (0.594 g, 0.558 mmol). The reaction mixture was evacuated under vacuum and refilled with H₂, stirred at rt for 2 h. The reaction mixture was filtered through a pad of Celite and washed with methanol. The filtrate was concentrated and used as is (1.5 g, 85% yield). LCMS calculated for C₁₆H₃₁N₂O₄ (M+H)⁺: m/z=315.2; found: 315.2.

Step 5. tert-butyl (2S,4S)-4-(((benzyloxy)carbonyl)amino)-2-(2-(tert-butoxy)-2-oxoethyl)piperidine-1-carboxylate

To a stirred solution of tert-butyl (2S,4S)-4-amino-2-(2-(tert-butoxy)-2-oxoethyl)piperidine-1-carboxylate (5.2 g, 16.54 mmol) in CH₂C₁₂ (80.0 mL) was added N-(benzyloxy-carbonyloxy)succinimide (4.95 g, 19.85 mmol) followed by DIPEA (4.33 mL, 24.81 mmol). The mixture stirred at room temperature for 2 hours, then diluted with water. The mixture was extracted with water and brine. The combined organic layers were dried over MgSO₄, filtered, concentrated, and used directly in the next step without further purification. LCMS calculated for C₂₄H₃₇N₂O₆ (M+H)⁺: m/z=449.2; found: 449.2.

Step 6. 2-((2S,4S)-4-(((benzyloxy)carbonyl)amino)piperidin-2-y)acetic acid

The concentrated residue from Step 5 was taken up in CH₂Cl₂ (80.0 mL) and TFA (50.0 mL). The mixture was stirred at room temperature overnight then concentrated to dryness and used directly in the next step without further purification. LCMS calculated for C₁₅H₂₁N₂O₄ (M+H)⁺: m/z=293.2; found: 293.2.

Step 7. 2-((2S,4S)-4-(((benzyloxy)carbonyl)amino)-1-(tert-butoxycarbonyl)piperidin-2-yl)acetic acid

The concentrated residue from Step 6 was taken up in CH₂Cl₂ (80.0 mL) and triethylamine (23.1 mL, 165 mmol) was added slowly. The mixture was stirred at room temperature for 5 minutes, then Boc-anhydride (4.33 g, 19.85 mmol) was added. The mixture was stirred at room temperature for another 30 minutes. Additional Boc-anhydride was added as necessary. Upon full conversion, the mixture was acidified to pH 4-5 then extracted with EtOAc. The combined organic layers were dried over MgSO₄, filtered, concentrated, and used directly in the next step without further purification. LCMS calculated for C₂₀H₂₉N₂O₆ (M+H)⁺: m/z=393.2; found: 393.2.

Step 8. tert-butyl (2S,4S)-2-(2-amino-2-oxoethyl)-4-(((benzyloxy)carbonyl)amino)piperidine-1-carboxylate

The concentrated residue from Step 7 was taken up in THF (80.0 mL) and DIPEA (8.67 mL, 49.6 mmol). The mixture was cooled to 0° C., then isobutyl chloroformate (5.43 mL, 41.3 mmol) was added slowly. The mixture was stirred at 0° C. for another 20 minutes before ammonium hydroxide (28% in water, 23.0 mL, 165 mmol) was added to the mixture. After stirring for another 5 minutes, the mixture was diluted with brine and extracted with EtOAc. The combined organic layers were dried over MgSO₄, filtered, concentrated, and purified by column chromatography 0-8% MeOH in DCM. LCMS calculated for C₂₀H₃₀N₃O₅ (M+H)⁺: m/z=392.2; found: 392.2.

Step 9. tert-butyl (2S,4S)-4-(((benzyloxy)carbonyl)amino)-2-(cyanomethyl)piperidine-1-carboxylate

The purified product from Step 8 was taken up in THF (80.0 mL) and triethylamine (6.0 mL, 43 mmol). The mixture was cooled to 0° C., then TFAA (3.5 mL, 24.8 mmol) was added slowly. The mixture was stirred at 0° C. for another 30 minutes before diluting with EtOAc and extracting with brine. The combined organic layers were dried over MgSO₄, filtered, concentrated to dryness, and purified on silica gel to yield the desired product (5.12 g, 83% over 5 steps). LCMS calculated for C₁₆H₂₀N₃O₄ (M+H-tert-butyl)⁺: m/z=318.1; found: 318.1.

Step 10. tert-butyl (2S,4S)-4-amino-2-(cyanomethyl)piperidine-1-carboxylate

A round-bottom flask containing a stir bar was charged with tert-butyl (2S,4S)-4-(((benzyloxy)carbonyl)amino)-2-(cyanomethyl)piperidine-1-carboxylate (5.12 g, 13.71 mmol), palladium on carbon (10 wt %, 2.92 g, 2.74 mmol), and MeOH (45 mL). The round-bottom was evacuated and backfilled with H₂ (this process was repeated a total of three times) and the mixture was stirred vigorously at room temperature for 1.5 hours with a balloon of H₂ attached. The mixture was then filtered over celite and the solids were washed with EtOAc. The filtrate was concentrated and used directly in the next step without further purification. LCMS calculated for C₁₂H₂₂N₃O₂ (M+H)⁺: m/z=240.1; found: 318.1.

Intermediate 14. tert-butyl (2S,4S)-4-(7-chloro-6-fluoro-4-(methylthio)-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)-2-(cyanomethyl)piperidine-1-carboxylate

Step 1. tert-butyl (2S,4S)-2-(cyanomethyl)-4-((2,7-dichloro-8-fluoro-3-nitro-1,6-naphthyridin-4-yl)amino)piperidine-1-carboxylate

DIPEA (0.14 ml, 0.79 mmol) was added to a suspension of 2,4,7-trichloro-8-fluoro-3-nitro-1,6-naphthyridine (intermediate 1, 223 mg, 0.75 mmol) and tert-butyl (2S,4S)-4-amino-2-(cyanomethyl)piperidine-1-carboxylate (intermediate 13, 180 mg, 0.75 mmol) in DCM (4 ml). The mixture was stirred at room temperature for 1h, then the reaction mixture was concentrated in vacuo. The residue was purified by flash chromatography (0-50% EtOAc in hexanes) to give the product (220 mg, 58.6% yield). LCMS calculated for C₂₀H₂₂Cl₂FN₆O₄ (M+H)⁺: m/z=499.1; found 499.1.

Step 2. tert-butyl (2S,4S)-4-((3-amino-7-chloro-8-fluoro-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-(cyanomethyl)piperidine-1-carboxylate

Sodium thiomethoxide (46 mg, 0.66 mmol) was added to a suspension of tert-butyl (2S,4S)-2-(cyanomethyl)-4-((2,7-dichloro-8-fluoro-3-nitro-1,6-naphthyridin-4-yl)amino)piperidine-1-carboxylate (220 mg, 0.44 mmol) in MeOH (4 ml) at 0° C. in one portion, the reaction mixture was stirred at 0° C. for 1h. After LCMS indicated full conversion, 30% aq. ammonium hydroxide (0.32 mL, 4.4 mmol) was added, followed by the addition of sodium hydrosulfite (272 mg, 1.32 mmol) in water (1 mL), and the resulting mixture was stirred for another 10 minutes. The reaction was diluted with water, extracted with DCM for 3 times, and the combined organic layers were dried Na₂SO₄, filtered and concentrated to give the crude product (168 mg, 79% yield), which was used in the next step without further purifications. LCMS calculated for C₂₁H₂₇ClFN₆O₂S (M+H)⁺: m/z=481.2; found 481.2.

Step 3. tert-butyl (2S,4S)-4-(7-chloro-6-fluoro-4-(methylthio)-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)-2-(cyanomethyl)piperidine-1-carboxylate

Sodium nitrite (21.52 mg, 0.312 mmol) was added to a solution of tert-butyl (2S,4S)-4-((3-amino-7-chloro-8-fluoro-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-(cyanomethyl)piperidine-1-carboxylate (100 mg, 0.208 mmol) in acetic acid (1.5 mL) at 0° C., and the reaction was stirred at 0° C. for 30 minutes. The reaction was diluted with EtOAc, washed subsequently with 30% aq. ammonium hydroxide and brine, the organic layer was dried over Na₂SO₄, concentrated and purified by flash chromatography to give the product (100 mg, 98% yield). LCMS calculated for C₂₁H₂₄ClFN₇O₂S (M+H)⁺: m/z=492.2; found 492.2.

Intermediate 15. tert-Butyl (1R,4R,5S)-5-((7-chloro-8-fluoro-3-iodo-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedure described for intermediate 5 by using chiral amine tert-butyl (1R,4R,5S)-5-amino-2-azabicyclo[2.1.1]hexane-2-carboxylate. LCMS calculated for C₁₉H₂₁ClFIN₄O₂S (M+H)⁺: m/z=551.0; found 551.

Intermediate 16. tert-butyl (1R,4R,5S)-5-(7-chloro-6-fluoro-2-methyl-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedure described for intermediate 10 by using chiral amine tert-butyl (1R,4R,5S)-5-amino-2-azabicyclo[2.1.1]hexane-2-carboxylate. LCMS calculated for C₂₂H₂₅ClFN₄O₂S (M+H)⁺: m/z=463.1; found 463.1.

Intermediate 17. (R)-1-(2-Ethynylpyrrolidin-1-yl)ethan-1-one

Acetic anhydride (1.72 ml, 18.2 mmol) was added dropwise to a solution of (R)-2-ethynylpyrrolidine hydrochloride (2 g, 15.2 mmol) and triethylamine (4.66 ml, 33.4 mmol) in DCM (20 ml) at 0° C., and the resulting mixture was stirred at 0° C. for 30 minutes. The reaction was quenched with water and extracted with ethyl acetate. The organic layer was washed with 1N HCl, 1N NaOH, water and brine, dried over sodium sulfate and concentrated. The crude product was used in the next step without further purification. LC-MS calculated for C₈H₁₂NO (M+H)⁺: m/z=138.2; found 138.2.

Intermediate 18. tert-Butyl (1R,4R,5S)-5-(2-((R)-1-acetylpyrrolidin-2-yl)-7-chloro-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-Butyl (1R,4R,5S)-5-((3-(((R)-1-acetylpyrrolidin-2-yl)ethynyl)-7-chloro-8-fluoro-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of tert-butyl (1R,4R,5S)-5-((7-chloro-8-fluoro-3-iodo-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 15, 450 mg, 0.82 mmol), DIPEA (1.43 ml, 8.2 mmol), (R)-1-(2-ethynylpyrrolidin-1-yl)ethan-1-one (intermediate 17, 224 mg, 1.64 mmol), Pd(PPh₃)₄(190 mg, 0.16 mmol) and copper(I) iodide (62 mg, 0.33 mmol) in DMF (10 ml) was stirred at 70° C. for 2h. The reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The crude was purified by flash chromatography (eluting with 0-10% MeOH in DCM) to give the desired product (333 mg, 73%). LCMS calculated for C₂₇H₃₂ClFN₅O₃S (M+H)⁺: m/z=560.2; found 560.1.

Step 2. tert-Butyl (1R,4R,5S)-5-(2-((R)-1-acetylpyrrolidin-2-yl)-7-chloro-6-fluoro-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of tert-butyl (1R,4R,5S)-5-(2-((R)-1-acetylpyrrolidin-2-yl)-7-chloro-6-fluoro-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (333 mg, 0.60 mmol) and Cs₂CO₃ (581 mg, 1.78 mmol) in DMF (10 ml) was stirred at 100° C. for 1h. After cooled down to room temperature, the reaction mixture was diluted with ethyl acetate, washed subsequently with water (3 times) and brine. The organic phase was dried over anhydrous sodium sulfate, filtered and concentrated to give the crude product (313 mg, 94% yield), which was used in the next step without further purification. LCMS calculated for C₂₇H₃₂ClFN₅O₃S (M+H)⁺: m/z=560.2; found 560.1.

Step 3. tert-butyl (1R,4R,5S)-5-(2-((R)-1-acetylpyrrolidin-2-yl)-7-chloro-6-fluoro-4-(methylsulfinyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

m-CPBA (145 mg, 0.84 mmol) was added to a solution of tert-butyl (1R,4R,5S)-5-(2-((R)-1-acetylpyrrolidin-2-yl)-7-chloro-6-fluoro-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (313 mg, 0.56 mmol) in DCM (5 ml) at 0° C., and the resulting mixture was stirred at 0° C. for 30 minutes. The reaction was diluted with EtOAc, washed with saturated NaHCO₃ solution, dried over anhydrous MgSO₄ and then concentrated in vacuo to give the crude product, which was used in the next step without further purification. LCMS calculated for C₂₇H₃₂ClFN₅O₄S (M+H)⁺: m/z=576.2; found 576.1.

Step 4. tert-Butyl (1R,4R,5S)-5-(2-((R)-1-acetylpyrrolidin-2-yl)-7-chloro-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

LiHMDS (1 M in THF, 1.68 ml, 1.68 mmol) was added dropwise to a solution of the crude product from step 3 and (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol (217 mg, 1.68 mmol) in THF (8 ml) at 0° C., and the reaction was then warmed up to room temperature and stirred for 30 minutes with LCMS monitoring. Upon completion, the reaction mixture was concentrated in vacuo and the residue was purified by flash chromatography (eluting with 0˜20% MeOH in DCM) to give the desired product (283 mg, 79% yield over two steps). LCMS calculated for C₃₃H₄₃ClFN₆O₄(M+H)⁺: m/z=641.3; found 641.3.

Intermediate 19. tert-Butyl (1R,4R,5S)-5-((7-(chroman-8-yl)-8-fluoro-3-iodo-2-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-butyl (1R,4R,5S)-5-((3-amino-7-chloro-8-fluoro-2-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1,6-naphthyridin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a mixture of 2,4,7-trichloro-8-fluoro-3-nitro-1,6-naphthyridine (Intermediate 1, 500 mg, 1.687 mmol) in THF (8.43 ml) was added tert-butyl (1R,4R,5S)-5-amino-2-azabicyclo[2.1.1]hexane-2-carboxylate (334 mg, 1.687 mmol) and DIPEA (309 μl, 1.771 mmol) in THF dropwise. The reaction was stirred at 0° C. for 15 min. Then, (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol (283 mg, 2.193 mmol) and potassium tert-butoxide (1.0 M in THF) (5060 μl, 5.06 mmol) were added. After stirring at 0° C. for another 30 min, water was added to the reaction mixture followed by extraction with ethyl acetate. The combined organic layers were dried over sodium sulfate, filtered and concentrated. The crude residue was dissolved into THF (8.43 ml), and boc-anhydride (587 μl, 2.53 mmol), followed by TEA (470 μl, 3.37 mmol) and DMAP (41.2 mg, 0.337 mmol) were added. The reaction mixture was heated to 60° C. for 2 hours. Then HOAc (5 mL) and iron (942 mg, 16.87 mmol) were added to the reaction mixture, and heating continued at 60° C. for 30 minutes. Water was added to the reaction mixture followed by extraction with dichloromethane. The combined organic layers were dried over sodium sulfate, filtered and concentrated. The crude product (681 mg, 65% yield) was used in the next step directly. LCMS calculated for C₃₀H₄₃ClFN₆O₅ (M+H)⁺: m/z=621.3; found 621.3.

Step 2. tert-butyl (1R,4R,5S)-5-((3-amino-7-(chroman-8-yl)-8-fluoro-2-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1,6-naphthyridin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A vial was charged with tert-butyl 5-((3-amino-7-chloro-8-fluoro-2-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1,6-naphthyridin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (4.15 g, 6.68 mmol), chroman-8-ylboronic acid (1.308 g, 7.35 mmol), chloro(2-dicyclohexylphosphino-2′,4′,6′-triisopropyl-1,1′-biphenyl)[2-(2′-amino-1,1′-biphenyl)]palladium(II) (0.526 g, 0.668 mmol), potassium phosphate tribasic (2.84 g, 13.36 mmol) and 5:1 dioxane/water mixture (22 ml). The reaction mixture was heated to 100° C. for 3 hours. Water was added to the reaction mixture followed by extraction with dichloromethane. The combined organic fractions were dried over magnesium sulfate, filtered, and concentrated. The crude residue was purified by automated flash column chromatography (0-100% DCM/EtOAc) to afford the product (3.43 g, 71% yield). LCMS calculated for C₃₉H₅₂FN₆O₆(M+H)⁺: m/z=719.4; found 719.4.

Step 3. tert-butyl (1R,4R,5S)-5-((tert-butoxycarbonyl)(7-(chroman-8-yl)-8-fluoro-3-iodo-2-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of tert-butyl (1R,4R,5S)-5-((3-amino-7-(chroman-8-yl)-8-fluoro-2-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1,6-naphthyridin-4-yl)(tert-butoxycarbonyl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (3.43 g, 4.77 mmol) in acetonitrile (47.7 ml) was added 40% sulfuric acid (2.54 ml, 19.09 mmol) and potassium iodide (3.17 g, 19.09 mmol) at 0° C. An aqueous solution of sodium nitrite (0.658 g, 9.54 mmol) was added slowly. After 1h, saturated aqueous sodium thiosulfate and sodium bicarbonate solutions were added to the reaction mixture followed by extraction with dichloromethane. The combined organic layers were dried over magnesium sulfate, filtered and concentrated. The crude product was purified by automated flash column chromatography (0-10% MeOH in DCM) to afford the desired product (1 g, 25% yield). LCMS calculated for C₃₉H₅₀FIN₅O₆(M+H)⁺: m/z=830.3; found 830.2.

Step 4. tert-Butyl (1R,4R,5S)-5-((7-(chroman-8-yl)-8-fluoro-3-iodo-2-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A vial was charged with tert-butyl (1R,4R,5S)-5-((tert-butoxycarbonyl)(7-(chroman-8-yl)-8-fluoro-3-iodo-2-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (1 g, 1.21 mmol), DCM (5 ml), and TFA (5 ml). The reaction mixture was stirred at room temperature for 3 hours. The reaction mixture was concentrated and the crude residue was charged with THF (5 ml), TEA (1.7 ml, 12 mmol), and boc-anhydride (0.284 g, 1.3 mmol). After 30 minutes, saturated aqueous sodium bicarbonate solution was added to the reaction mixture followed by extraction with dichloromethane. The combined organic layers were dried over magnesium sulfate, filtered and concentrated. The crude material was purified by automated flash column chromatography (0-10% MeOH in DCM) to afford the desired product (0.698 g, 79% yield). LCMS calculated for C₃₄H₄₂FIN₅O₄(M+H)⁺: m/z=730.2; found 730.2.

Intermediate 20: 3-ethynyl-2,3-dihydroindolizin-5(1H)-one

Step 1: N-methoxy-N-methyl-5-oxo-1,2,3,5-tetrahydroindolizine-3-carboxamide

A vial was charged with commercially available 5-oxo-1,2,3,5-tetrahydroindolizine-3-carboxylic acid (250 mg, 1.395 mmol), N,O-dimethylhydroxylamine hydrochloride (204 mg, 2.093 mmol), DMF (7 ml), and DIEA (0.675 ml, 3.86 mmol). The reaction mixture was stirred at room temperature for 5 minutes, then HATU (562 mg, 1.479 mmol) was added. The reaction mixture was stirred at room temperature for 1 hour. The reaction mixture was quenched with water and extracted into DCM. The combined organic fractions were dried over magnesium sulfate, filtered, and concentrated. The crude residue was purified by automated flash column chromatography (0-20% MeOH in DCM) to afford the product as a white crystalline solid (0.249 g, 80% yield). LCMS calculated for C₁₁H₁₅N₂O₃ (M+H)⁺: m/z=223.1; found 223.1.

Step 2: 5-oxo-1,2,3,5-tetrahydroindolizine-3-carbaldehyde

To a cooled (−45° C.) tetrahydrofuran (11.2 mL) solution of N-methoxy-N-methyl-5-oxo-1,2,3,5-tetrahydroindolizine-3-carboxamide (0.25 g) was added a 1 M solution of lithium aluminum hydride in tetrahydrofuran (1.34 mL) over 10 minutes. The reaction mixture was stirred at −45° C. for 30 minutes, 0° C. for 90 minutes then cooled to −45° C., and a solution of potassium hydrogen sulfate (0.305 g) in water (1.0 mL) was added. The mixture was warmed to room temperature, filtered, and concentrated. The crude material was taken to the next step without further purification (0.215 g, 118% yield). LCMS calculated for C₉H₁₀NO₂ (M+H)⁺: m/z=164.1; found 164.0.

Step 3: 3-ethynyl-2,3-dihydroindolizin-5(1H)-one

To a cooled (0° C.) solution of 5-oxo-1,2,3,5-tetrahydroindolizine-3-carbaldehyde (0.215 g, 1.32 mmol) in methanol (6.6 ml) was added potassium carbonate (0.364 g, 2.64 mmol) followed directly by dimethyl (1-diazo-2-oxopropyl)phosphonate (0.217 ml, 1.45 mmol). The reaction solution was stirred at 0° C. for 2 hours. The reaction was quenched with water and extracted with DCM. The combined organic fractions were dried over magnesium sulfate then concentrated. The crude material was purified by automated flash column chromatography (0-20% MeOH in DCM) to afford the desired product (0.114 g, 54% yield). LCMS calculated for C₁₀H₁₀NO (M+H)⁺: m/z=160.1; found 160.0.

Intermediate 21: (R)-1-(but-3-yn-2-yl)pyridin-2(1H)-one

Step 1. (S)-but-3-yn-2-yl methanesulfonate

To a stirred DCM solution (100 mL) containing (S)-but-3-yn-2-ol (3.79 g, 54.1 mmol) cooled to 0° C. was added N,N-diisopropylethylamine (18.9 mL, 108 mmol) and methanesulfonyl chloride (4.2 mL, 54.1 mmol) slowly. The reaction was allowed to warm up to ambient temperature. After stirring for 1 h, the reaction was quenched with water and extracted with ethyl acetate. The organic layer was dried over sodium sulfate and concentrated under reduced pressure. The crude product was used directly for next step. LCMS calculated for C₅H₉O₃S (M+H)⁺: m/z=149.0; found 149.0.

Step 2. (R)-1-(but-3-yn-2-yl)pyridin-2(1H)-one

To a stirred THF solution (180 mL) containing pyridin-2(1H)-one (5.20 g, 54.1 mmol) was added potassium tert-butoxide (6.1 g, 54.1 mmol) slowly. After stirring for 0.5 h, a THF solution containing (S)-but-3-yn-2-yl methanesulfonate was added. The slurry was stirred at 60° C. for 24 hours and then quenched with water. The mixture was extracted with ethyl acetate. The organic layer was dried over sodium sulfate and concentrated under reduced pressure. The crude product was purified by flash column chromatography (0-80% ethyl acetate in hexanes) to provide the desired product. LC-MS calculated for C₉H₁₀NO (M+H)⁺: m/z=148.1; found 148.1.

Intermediate 22. tert-Butyl (1R,4R,5S)-5-(7-chloro-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. methyl (R)-2-ethynylpyrrolidine-1-carboxylate

To the reaction mixture of (R)-2-ethynylpyrrolidine hydrochloride (2.63 g, 20 mmol) in DCM (50.0 mL) at 0° C. was added DIPEA (10.48 mL, 60.0 mmol) followed by the addition of methyl carbonochloridate (2.318 ml, 30.0 mmol). The reaction mixture was then stirred at room temperature for 1 hour. The reaction was quenched with water and extracted with ethyl acetate. The combined organic layers were washed with 1N NaOH aqueous solution, 1N HCl aqueous solution, water and brine, dried over MgSO₄ and concentrated. The product was used in the next step directly without further purification. LC-MS calculated for C₈H₁₂NO₂ (M+H)⁺: m/z=154.1; found 154.1.

Step 2. tert-butyl (1R,4R,5S)-5-((7-chloro-8-fluoro-3-(((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)ethynyl)-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Under the atmosphere of nitrogen, the reaction mixture of tert-butyl (1R,4R,5S)-5-((7-chloro-8-fluoro-3-iodo-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Intermediate 15, 1050 mg, 1.906 mmol), methyl (R)-2-ethynylpyrrolidine-1-carboxylate (664 μL, 4.77 mmol), copper(I) iodide (145 mg, 0.763 mmol), tetrakis(triphenylphosphine)palladium (441 mg, 0.381 mmol) and DIPEA (999 μL, 5.72 mmol) was stirred at 75° C. in DMF (9.53 mL) for 2 hours. The reaction mixture was poured into water, extracted with DCM. The organic layers was dried over anhydrous MgSO₄, concentrated and purified by flash chromatography (0-100% EtOAc in Hexanes) to afford the product (600 mg, 74% yield). LCMS calculated for C₂₇H₃₂ClFN₅O₄S (M+H)⁺: m/z=576.2; found 576.2.

Step 3. tert-butyl (1R,4R,5S)-5-(7-chloro-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of tert-butyl 5-((7-chloro-8-fluoro-3-(((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)ethynyl)-2-(methylthio)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (600 mg, 1.042 mmol) in DMF (5.21 mL) was added Cs₂CO₃ (1018 mg, 3.12 mmol). The reaction mixture was stirred at 100° C. for 1 hour. The reaction mixture was then cooled down, poured into ice water. The precipitated product was filtered and dried to afford product (500 mg, 83% yield). LCMS calculated for C₂₇H₃₂ClFN₅O₄S (M+H)⁺: m/z=576.2; found 576.2.

Intermediate 23. tert-Butyl (1R,4R,5S)-5-(7-(2,3-dichlorophenyl)-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylsulfinyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Step 1. tert-butyl (1R,4R,5S)-5-(7-(2,3-dichlorophenyl)-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Under the atmosphere of nitrogen, the reaction mixture of tert-butyl (1R,4R,5S)-5-(7-chloro-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Intermediate 22, 470 mg, 0.816 mmol), tetrakis(triphenylphosphine)palladium (471 mg, 0.408 mmol), (2,3-dichlorophenyl)boronic acid (1245 mg, 6.53 mmol) and K₂CO₃ (677 mg, 4.90 mmol) in Dioxane (4.53 mL) and Water (0.9 mL) was stirred at 110° C. for 2 hours. Upon completion, the reaction mixture was poured into water, extracted with DCM. The combined organic layers were dried over anhydrous MgSO₄, concentrated and purified by flash chromatography (0-100% EtOAc in Hexanes) to afford the product (280 mg, 50% yield). LCMS calculated for C₃₃H₃₅Cl₂FN₅O₄S (M+H)⁺: m/z=686.2; found 686.2.

Step 2. tert-butyl (1R,4R,5S)-5-(7-(2,3-dichlorophenyl)-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylsulfinyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

To a solution of tert-butyl (1R,4R,5S)-5-(7-(2,3-dichlorophenyl)-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (180 mg, 0.262 mmol) in EtOAc (2.62 mL) at 0° C. was added mCPBA (88 mg, 0.393 mmol). The reaction mixture was stirred at 0° C. for 30 minutes. Upon completion, the reaction was quenched by saturated NaHCO₃ solution. The organic layer was dried over anhydrous MgSO₄, filtered and concentrated to afford light yellow solid (170 mg, 92% yield). LCMS calculated for C₃₃H₃₅Cl₂FN₅O₅S (M+H)⁺: m/z=702.2; found 702.2.

Intermediate 24. (7aS)-5-ethynyltetrahydro-1H,3H-pyrrolo[1,2-c]oxazol-3-one

Step 1. tert-butyl (5S)-5-(((tert-butyldiphenylsilyl)oxy)methyl)-2-ethynyl-2-hydroxypyrrolidine-1-carboxylate

To a solution of TMS acetylene (1.35 g, 13.8 mmol) in THF (50 mL), n-BuLi (1.6 M in hexane, 7.9 mL, 12.6 mmol) was added dropwise and the mixture was stirred for 30 min. at −78° C. Then a solution of tert-butyl (S)-2-(((tert-butyldiphenylsilyl)oxy)methyl)-5-oxopyrrolidine-1-carboxylate (5.2 g, 11.5 mmol) in THF (10 mL) was added slowly. The mixture was stirred and warmed up to r.t. slowly with LCMS monitoring. Upon completion, the reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The residue was used directly for next step without purification. LCMS calculated for C₂₈H₃₈NO₄Si (M+H)⁺: m/z=480.2; found 480.2.

Step 2. tert-butyl ((2S)-1-((tert-butyldiphenylsilyl)oxy)-5-hydroxyhept-6-yn-2-yl)carbamate

To a solution of above crude tert-butyl (5S)-5-(((tert-butyldiphenylsilyl)oxy)methyl)-2-ethynyl-2-hydroxypyrrolidine-1-carboxylate (11.5 mmol) in MeOH (50 mL), CeCl₃·7H₂O (4.7 g, 12.65 mmol) was added at r.t. The slurry was cooled to −45° C. and NaBH₄ (174 mg, 4.6 mmol) was added, additional NaBH₄ (174 mg, 4.6 mmol) was added with LCMS monitoring. Upon completion, the reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The residue was used directly for next step without purification. LCMS calculated for C₂₈H₄₀NO₄Si (M+H)⁺: m/z=482.2; found 482.2.

Step 3. tert-butyl (2S)-2-(((tert-butyldiphenylsilyl)oxy)methyl)-5-ethynylpyrrolidine-1-carboxylate

To a solution of above crude tert-butyl ((2S)-1-((tert-butyldiphenylsilyl)oxy)-5-hydroxyhept-6-yn-2-yl)carbamate (11.5 mmol) in DCM (50 mL), diethylaminosulfur trifluoride (1.8 mL, 13.8 mmol) was added slowly at −78° C. K₂CO₃ (2.4 g, 17.2 mmol) was added in one portion after 15 mins and the cold bath was removed. Upon completion, the reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The residue was purified by column chromatography to give the desired product (2.7 g, 50% over 3 steps). LCMS calculated for C₂₈H₃₈NO₃Si (M+H)⁺: m/z=464.2; found 364.2 (-Boc).

Step 4. (7aS)-5-ethynyltetrahydro-1H,3H-pyrrolo[1,2-c]oxazol-3-one

To a solution of tert-butyl (2S)-2-(((tert-butyldiphenylsilyl)oxy)methyl)-5-ethynylpyrrolidine-1-carboxylate (930 mg, 2.0 mmol) in 5 mL THF, TBAF (4 mL, 1 M in THF, 4.0 mmol) was added at 0° C. with LCMS monitoring. Upon completion, the reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The residue was then dissolved in DCM (3 mL) and TFA (3 mL) with LCMS monitoring, upon completion, the mixture was concentrated. The residue was then diluted in DCM (2 mL), TEA (2.8 mL, 20 mmol), DMAP (24 mg, 0.2 mmol), and CDI (480 mg, 3.0 mmol) was added at 0° C., the reaction mixture was stirred overnight. Upon completion, the reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The residue was purified by column chromatography to give the desired product as a mixture of diastereoisomers (60 mg, 20%). LCMS calculated for C₃H₁₀NO₂ (M+H)⁺: m/z=152.1; found 152.1.

Intermediate 25. 4-ethynyl-N,N,1-trimethyl-1H-pyrazole-3-carboxamide

To a solution of 4-ethynyl-1-methyl-1H-pyrazole-3-carboxylic acid (100 mg, 0.666 mmol) in DMF (3.33 mL) were added dimethylamine (866 μL, 0.866 mmol), HATU (279 mg, 0.733 mmol) and Hunig's base (349 μL, 1.998 mmol). The reaction mixture was stirred at room temperature for 1 hour, then quenched with water and extracted with ethyl acetate. The organic layer was washed with water and brine, dried over sodium sulfate and concentrated. The crude product was used in following steps without further purification. LCMS calculated for C₉H₁₂N₃O (M+H)⁺: m/z=178.1; found 178.2.

Example 1a/1b: methyl 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)propanoate

Step 1. tert-butyl (endo)-5-(6-fluoro-2-(3-methoxy-3-oxopropyl)-7-(3-(methoxymethoxy)naphthalen-1-yl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-y)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of tert-butyl (endo)-5-(7-chloro-6-fluoro-2-(3-methoxy-3-oxopropyl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 7, 46 mg, 0.086 mmol), 2-(3-(methoxymethoxy)naphthalen-1-yl)-4,4,5,5-tetramethyl-1,3,2-dioxaborolane (intermediate 6, 54.0 mg, 0.172 mmol), XPhos Pd G2 (6.76 mg, 8.60 μmol), and K₃PO₄ (54.7 mg, 0.258 mmol) in Dioxane (0.8 ml) and Water (0.160 ml) was stirred at 105° C. for 2h with LCMS monitoring. Upon completion, the reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The residue was purified by flash chromatography to give the product (46 mg, 78%). LCMS calculated for C₃₇H₄₀FN₄O₆S (M+H)⁺: m/z=687.3; found 687.2.

Step 2. tert-butyl (endo)-5-(6-fluoro-2-(3-methoxy-3-oxopropyl)-7-(3-(methoxymethoxy)naphthalen-1-yl)-4-(methylsulfinyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

m-CPBA (17.34 mg, 0.100 mmol) was added to a solution of tert-butyl (endo)-5-(6-fluoro-2-(3-methoxy-3-oxopropyl)-7-(3-(methoxymethoxy)naphthalen-1-yl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (46 mg, 0.067 mmol) in DCM (1 ml) at 0° C., and the resulting mixture was stirred at 0° C. for 30 minutes. The reaction was diluted with EtOAc, washed with saturated NaHCO₃ aq. solution, dried over MgSO₄ and then concentrated in vacuo to give the crude product, which was used in the next step without further purification. LCMS calculated for C₃₇H₄₀FN₄O₇S (M+H)⁺: m/z=703.3; found 703.3.

Step 3. methyl 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)propanoate

LiHMDS (1 M in THF, 60 μl, 0.06 mmol) was added dropwise to a solution of tert-butyl (endo)-5-(6-fluoro-2-(3-methoxy-3-oxopropyl)-7-(3-(methoxymethoxy)naphthalen-1-yl)-4-(methylsulfinyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (15 mg, 0.021 mmol) and (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol (8.1 mg, 0.063 mmol) in THF (1 mL) at 0° C., and the reaction was stirred at 0° C. for 30 minutes with LCMS monitoring. The reaction mixture was concentrated in vacuo, and the residue was dissolved in TFA (1 mL). The solution was stirred at room temperature for 10 minutes to remove the Boc and MOM protecting groups. The reaction mixture was diluted with methanol, which was purified by prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the product as a TFA salt in the form of a white amorphous powder.

Example 1a: Diastereomer 1, peak 1. LCMS calculated for C₃₆H₃₉FN₅O₄(M+H)⁺: m/z=624.3; found 624.3.

Example 1b: Diastereomer 2, peak 2. LCMS calculated for C₃₆H₃₉FN₅O₄(M+H)⁺: m/z=624.3; found 624.3. *Potent peak.

Example 2a/2b. methyl 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-4-(((2R,7aS)-2-fluorotetrahydro-1H-pyrrolizin-7a(5H)-yl)methoxy)-7-(3-hydroxynaphthalen-1-yl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)propanoate

Example 2a/2b were prepared according to procedure described in Example 1a/1b, step 3, replacing (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol with ((2R,7aS)-2-fluorotetrahydro-1H-pyrrolizin-7a(5H)-yl)methanol.

Example 2a: Diastereomer 1, peak 1. LCMS calculated for C₃₇H₃₈F2N₅O₄(M+H)⁺: m/z=654.3; found 654.3.

Example 2b: Diastereomer 2, peak 2. LCMS calculated for C₃₇H₃₈F2N₅O₄(M+H)⁺: m/z=654.3; found 654.3. *Potent peak.

Example 3a/3b. 4-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-2-methyl-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-7-yl)naphthalen-2-ol

Step 1. tert-butyl (endo)-5-(6-fluoro-7-(3-(methoxymethoxy)naphthalen-1-yl)-2-methyl-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of tert-butyl (endo)-5-(7-chloro-6-fluoro-2-methyl-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 10, 43 mg, 0.093 mmol), 2-(3-(methoxymethoxy)naphthalen-1-yl)-4,4,5,5-tetramethyl-1,3,2-dioxaborolane (58.4 mg, 0.186 mmol), XPhos Pd G2 (7.31 mg, 9.29 μmol), and K₃PO₄ (59.1 mg, 0.279 mmol) in Dioxane (1.5) and Water (0.3 ml) was stirred at 105° C. for 2h with LCMS monitoring. Upon completion, the reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The residue was purified by flash chromatography (0-60% EtOAc in hexanes) to give the product (38 mg, 66.6% yield). LCMS calculated for C₃₄H₃₆FN₄O₄S (M+H)⁺: m/z=615.2; found 615.2.

Step 2. tert-butyl (endo)-5-(6-fluoro-7-(3-(methoxymethoxy)naphthalen-1-yl)-2-methyl-4-(methylsulfinyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

m-CPBA (16.0 mg, 0.093 mmol) was added to a solution of tert-butyl (endo)-5-(6-fluoro-7-(3-(methoxymethoxy)naphthalen-1-yl)-2-methyl-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (38 mg, 0.067 mmol) in DCM (1 ml) at 0° C., and the resulting mixture was stirred at 0° C. for 30 minutes. The reaction was diluted with EtOAc, washed with saturated NaHCO₃ solution, dried over MgSO₄ and then concentrated in vacuo to give the crude product, which was used in the next step without further purification. LCMS calculated for C₃₄H₃₆FN₄O₅S (M+H)⁺: m/z=631.2; found 631.2.

Step 3. 4-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-2-methyl-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-7-yl)naphthalen-2-ol

LiHMDS (1 M in THF, 60 μl, 0.06 mmol) was added dropwise to a solution of tert-butyl (endo)-5-(6-fluoro-7-(3-(methoxymethoxy)naphthalen-1-yl)-2-methyl-4-(methylsulfinyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 11, 13 mg, 0.021 mmol) and (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol (8.1 mg, 0.063 mmol) in THF (1 mL) at 0° C., and the reaction was stirred at 0° C. for 30 minutes with LCMS monitoring. The reaction mixture was concentrated in vacuo and the residue was dissolved in TFA (1 mL). The solution was stirred at room temperature for 10 minutes to remove the Boc and MOM protecting groups. The reaction mixture was diluted with methanol, which was purified by prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the product as a TFA salt in the form of a white amorphous powder.

Example 3a: Diastereomer 1, peak 1. LCMS calculated for C₃₃H₃₅FN₅O₂(M+H)⁺: m/z=552.3; found 552.3. *Potent peak.

Example 3b: Diastereomer 2, peak 2. LCMS calculated for C₃₃H₃₅FN₅O₂(M+H)⁺: m/z=552.3; found 552.3.

Example 4. 4-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-2-methyl-4-((tetrahydro-1H-pyrrolizin-7a(5H)-yl)methoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-7-yl)naphthalen-2-ol

Example 4 was prepared according to procedure described in Example 3a/3b Step 3, replacing (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol with (tetrahydro-1H-pyrrolizin-7a(5H)-yl)methanol. LCMS calculated for C₃₄H₃₅FN₅O₂(M+H)⁺: m/z=564.3; found 564.3.

Example 5: 3-((1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-4-methyl-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)methyl)oxazolidin-2-one

Step 1. tert-butyl (endo)-5-(6-fluoro-7-(3-(methoxymethoxy)naphthalen-1-yl)-4-(methylthio)-2-((2-oxooxazolidin-3-yl)methyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of tert-butyl (endo)-5-(7-chloro-6-fluoro-4-(methylthio)-2-((2-oxooxazolidin-3-yl)methyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 8, 24 mg, 0.044 mmol), 2-(3-(methoxymethoxy)naphthalen-1-yl)-4,4,5,5-tetramethyl-1,3,2-dioxaborolane (27.5 mg, 0.088 mmol), XPhos Pd G2 (3.45 mg, 4.38 μmol), and K₃PO₄ (27.9 mg, 0.13 mmol) in Dioxane (0.8 ml) and Water (0.160 ml) was stirred at 105° C. for 2h with LCMS monitoring. Upon completion, the reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The residue was purified by flash chromatography (0-10% MeOH in DCM) to give the product (20 mg, 65% yield). LCMS calculated for C₃₇H₃₉FN₅O₆S (M+H)⁺: m/z=700.3; found 700.3.

Step 2. tert-butyl (endo)-5-(6-fluoro-7-(3-(methoxymethoxy)naphthalen-1-yl)-4-(methylsulfinyl)-2-((2-oxooxazolidin-3-yl)methyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-y)-2-azabicyclo[2.1.1]hexane-2-carboxylate

m-CPBA (7.43 mg, 0.043 mmol) was added to a solution of tert-butyl (endo)-5-(6-fluoro-7-(3-(methoxymethoxy)naphthalen-1-yl)-4-(methylthio)-2-((2-oxooxazolidin-3-yl)methyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (20 mg, 0.028 mmol) in DCM (1 ml) at 0° C., and the resulting mixture was stirred at 0° C. for 30 minutes. The reaction was diluted with EtOAc, washed with saturated NaHCO₃ aq. solution, dried over MgSO₄ and then concentrated in vacuo to give the crude product, which was used in the next step without further purification. LCMS calculated for C₃₇H₃₉FN₅O₇S (M+H)⁺: m/z=716.3; found 716.3.

Step 3. 3-((1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-4-methyl-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)methyl)oxazolidin-2-one

Methylmagnesium bromide (3M in THF, 13.97 μl, 0.042 mmol) was added to a solution of tert-butyl (endo)-5-(6-fluoro-7-(3-(methoxymethoxy)naphthalen-1-yl)-4-(methylsulfinyl)-2-((2-oxooxazolidin-3-yl)methyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (15 mg, 0.021 mmol) in THF at 0° C., and the resulting mixture was stirred at 0° C. for 1h with LCMS monitoring. The reaction was quenched with water, extracted with EtOAc, washed with saturated NaHCO₃ aq. solution, dried over Na₂SO₄ and then concentrated. The residue was dissolved in TFA (1 mL), and the solution was stirred at room temperature for 10 minutes to remove the Boc and MOM protecting groups. The reaction was then diluted with methanol, which was purified prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford example 5 as a TFA salt in the form of a white amorphous powder. LCMS calculated for C₃₀H₂₇FN₅O₃(M+H)⁺: m/z=524.2; found 524.2.

Example 6a/6b: 3-((1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(5-fluoro-1H-indol-3-yl)-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)methyl)oxazolidin-2-one

A mixture of tert-butyl (endo)-5-(7-chloro-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-2-((2-oxooxazolidin-3-yl)methyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 9, 23 mg, 0.037 mmol), tert-butyl 5-fluoro-3-(4,4,5,5-tetramethyl-1,3-dioxolan-2-yl)-1H-indole-1-carboxylate (26.9 mg, 0.074 mmol), XPhos Pd G2 (5.82 mg, 7.4 μmol), and K₃PO₄ (23.3 mg, 0.11 mmol) in Dioxane (0.8 ml) and Water (0.160 ml) was stirred at 105° C. for 2h with LCMS monitoring. Upon completion, the reaction was concentrated in vacuo. The residue was dissolved in TFA (1 mL), and the solution was stirred at room temperature for 10 minutes to remove the Boc protecting groups. The reaction was then diluted with methanol, which was purified prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the product as a TFA salt in the form of a white amorphous powder.

Example 6a: Diastereomer 1, peak 1. LCMS calculated for C₃₄H₃₆F₂N₇O₃(M+H)⁺: m/z=628.3; found 628.3. *Potent peak.

Example 6b: Diastereomer 2, peak 2. LCMS calculated for C₃₄H₃₆F2N₇O₃(M+H)⁺: m/z=628.3; found 628.3.

Example 7a/7b: 3-((1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(3,4-dihydroquinolin-1(2H)-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)methyl)oxazolidin-2-one

A solution of tert-butyl (endo)-5-(7-chloro-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-2-((2-oxooxazolidin-3-yl)methyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 9, 15 mg, 0.024 mmol), 1,2,3,4-tetrahydroquinoline (4.76 mg, 0.036 mmol), RuPhos Pd G2 (5.56 mg, 7.15 μmol), RuPhos (3.34 mg, 7.15 μmol), and sodium tert-butoxide (6.87 mg, 0.072 mmol) in Dioxane (1 ml) was bubbled with nitrogen gas for 10 minutes, then the reaction was stirred at 105° C. under inert atmosphere for 3h. Upon completion, the reaction was concentrated in vacuo. The residue was dissolved in TFA (1 mL), and the solution was stirred at room temperature for 10 minutes to remove the Boc protecting group. The reaction was then diluted with methanol, which was purified prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the product as a TFA salt in the form of a white amorphous powder.

Example 7a: Diastereomer 1, peak 1. LCMS calculated for C₃₅H₄₁FN₇O₃(M+H)⁺: m/z=626.3; found 626.3. *Potent peak.

Example 7b: Diastereomer 2, peak 2. LCMS calculated for C₃₄H₃₆F₂N₇O₃(M+H)⁺: m/z=62.3; found 626.3.

Example 8a/8b: 1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(indolin-1-yl)-2-methyl-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridine

A solution of tert-butyl (endo)-5-(7-chloro-6-fluoro-2-methyl-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 11, 15 mg, 0.028 mmol), indoline (4.93 mg, 0.036 mmol), RuPhos Pd G2 (6.42 mg, 8.27 μmol), RuPhos (3.86 mg, 8.27 μmol), and sodium tert-butoxide (7.95 mg, 0.083 mmol) in Dioxane (1 ml) was bubbled with nitrogen gas for 10 minutes, then the reaction was stirred at 105° C. under inert atmosphere for 3h. Upon completion, the reaction was concentrated in vacuo. The residue was dissolved in TFA (1 mL), and the solution was stirred at room temperature for 10 minutes to remove the Boc protecting group. The reaction was then diluted with methanol, which was purified prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the product as a TFA salt in the form of a white amorphous powder.

Example 8a: Diastereomer 1, peak 1. LCMS calculated for C₃₁H₃₆FN₆O (M+H)⁺: m/z=527.3; found 527.3. *Potent peak.

Example 8b: Diastereomer 2, peak 2. LCMS calculated for C₃₁H₃₆FN₆O (M+H)⁺: m/z=527.3; found 527.3.

Example 9a/9b: 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-imidazo[4,5-c][1,6]naphthyridin-2-yl)-N,N-dimethylpropanamide

Step 1. tert-butyl (endo)-5-(2-(3-(dimethylamino)-3-oxopropyl)-6-fluoro-7-(3-(methoxymethoxy)naphthalen-1-yl)-4-(methylthio)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of tert-butyl (endo)-5-(7-chloro-2-(3-(dimethylamino)-3-oxopropyl)-6-fluoro-4-(methylthio)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 12, 50 mg, 0.091 mmol), 2-(3-(methoxymethoxy)naphthalen-1-yl)-4,4,5,5-tetramethyl-1,3,2-dioxaborolane (57.2 mg, 0.182 mmol), XPhos Pd G2 (7.16 mg, 9.11 μmol), and K₃PO₄ (57.9 mg, 0.273 mmol) in Dioxane (1 ml) and Water (0.2 ml) was stirred at 105° C. for 2h with LCMS monitoring. Upon completion, the reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The residue was purified by flash chromatography (0-10% MeOH in DCM) to give the product (60 mg, 94%). LCMS calculated for C₃₇H₄₂FN₆O₅S (M+H)⁺: m/z=701.3; found 701.3.

Step 2. tert-butyl (endo)-5-(2-(3-(dimethylamino)-3-oxopropyl)-6-fluoro-7-(3-(methoxymethoxy)naphthalen-1-yl)-4-(methylsulfinyl)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

m-CPBA (22.1 mg, 0.128 mmol) was added to a solution of tert-butyl (endo)-5-(2-(3-(dimethylamino)-3-oxopropyl)-6-fluoro-7-(3-(methoxymethoxy)naphthalen-1-yl)-4-(methylthio)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (60 mg, 0.086 mmol) in DCM (1 ml) at 0° C., and the resulting mixture was stirred at 0° C. for 30 minutes. The reaction was diluted with EtOAc, washed with saturated NaHCO₃ aq. solution, dried over MgSO₄ and then concentrated in vacuo to give the crude product, which was used in the next step without further purification. LCMS calculated for C₃₇H₄₂FN₆O₆S (M+H)⁺: m/z=717.3; found 717.4.

Step 3. 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-imidazo[4,5-c][1,6]naphthyridin-2-yl)-N,N-dimethylpropanamide

LiHMDS (1 M in THF, 90 μl, 0.09 mmol) was added dropwise to a solution of tert-butyl (endo)-5-(2-(3-(dimethylamino)-3-oxopropyl)-6-fluoro-7-(3-(methoxymethoxy)naphthalen-1-yl)-4-(methylsulfinyl)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (22 mg, 0.03 mmol) and (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol (12 mg, 0.09 mmol) in THF (1 mL) at 0° C., and the reaction was stirred at 0° C. for 30 minutes with LCMS monitoring. The reaction mixture was concentrated in vacuo. The residue was dissolved in TFA (1 mL), and the solution was stirred at room temperature for 10 minutes to remove the Boc and MOM protecting groups. The reaction was then diluted with methanol, which was purified prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the product as a TFA salt in the form of a white amorphous powder.

Example 9a: Diastereomer 1, peak 1. LCMS calculated for C₃₆H₄₁FN₇O₃(M+H)⁺: m/z=638.3; found 638.2. *Potent peak.

Example 9b: Diastereomer 2, peak 2. LCMS calculated for C₃₆H₄₁FN₇O₃(M+H)⁺: m/z=638.3; found 638.2.

Example 10a/10b: 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(3-cyano-2,3-dihydro-1H-inden-4-yl)-4-(3-(dimethylamino)azetidin-1-yl)-6-fluoro-1H-imidazo[4,5-c][1,6]naphthyridin-2-yl)-N,N-dimethylpropanamide

Step 1. tert-butyl (endo)-5-(7-(3-cyano-2,3-dihydro-1H-inden-4-yl)-2-(3-(dimethylamino)-3-oxopropyl)-6-fluoro-4-(methylthio)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of tert-butyl (endo)-5-(7-chloro-2-(3-(dimethylamino)-3-oxopropyl)-6-fluoro-4-(methylthio)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 12, 20 mg, 0.036 mmol), 7-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)-2,3-dihydro-1H-indene-1-carbonitrile (19.3 mg, 0.072 mmol), XPhos Pd G2 (2.83 mg, 3.6 μmol), and K₃PO₄ (23.2 mg, 0.108 mmol) in Dioxane (0.8 ml) and Water (0.16 ml) was stirred at 105° C. for 2h with LCMS monitoring. Upon completion, the reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The residue was purified by flash chromatography (0˜10% MeOH in DCM) to give the product (21 mg, 90% yield). LCMS calculated for C₃₅H₃₉FN₇O₃S (M+H)⁺: m/z=656.3; found 656.3.

Step 2. tert-butyl (endo)-5-(7-(3-cyano-2,3-dihydro-1H-inden-4-yl)-2-(3-(dimethylamino)-3-oxopropyl)-6-fluoro-4-(methylsulfinyl)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

m-CPBA (8.3 mg, 0.48 mmol) was added to a solution of tert-butyl (endo)-5-(7-(3-cyano-2,3-dihydro-1H-inden-4-yl)-2-(3-(dimethylamino)-3-oxopropyl)-6-fluoro-4-(methylthio)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (21 mg, 0.032 mmol) in DCM (1 ml) at 0° C., and the resulting mixture was stirred at 0° C. for 30 minutes. The reaction was diluted with EtOAc, washed with saturated NaHCO₃ aq. solution, dried over MgSO₄ and then concentrated in vacuo to give the crude product, which was used in the next step without further purification. LCMS calculated for C₃₅H₃₉FN₇O₄S (M+H)⁺: m/z=672.3; found 672.3.

Step 3. 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(3-cyano-2,3-dihydro-1H-inden-4-yl)-4-(3-(dimethylamino)azetidin-1-yl)-6-fluoro-1H-imidazo[4,5-c][1,6]naphthyridin-2-yl)-N,N-dimethylpropanamide

A mixture of tert-butyl (endo)-5-(7-(3-cyano-2,3-dihydro-1H-inden-4-yl)-2-(3-(dimethylamino)-3-oxopropyl)-6-fluoro-4-(methylsulfinyl)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (20 mg, 0.03 mmol), N,N-dimethylazetidin-3-amine dihydrochloride (10.4 mg, 0.06 mmol) and DIPEA (31.4 μl, 0.18 mmol) in CH₃CN (1 ml) was stirred at 50° C. for 2h with LCMS monitoring. Upon completion, the reaction mixture was concentrated in vacuo. The residue was dissolved in TFA (1 mL), and the solution was stirred at room temperature for 10 minutes to remove the Boc protecting group. The reaction was then diluted with methanol, which was purified prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the product as a TFA salt in the form of a white amorphous powder.

Example 10a: Diastereomer 1, peak 1. LCMS calculated for C₃₄H₃₉FN₉O (M+H)⁺: m/z=608.3; found 608.3.

Example 10b: Diastereomer 2, peak 2. LCMS calculated for C₃₄H₃₉FN₉O (M+H)⁺: m/z=608.3; found 608.3. *Potent peak.

Example 11: methyl 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-4-(3-(dimethylamino)azetidin-1-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-1H-imidazo[4,5-c][1,6]naphthyridin-2-yl)propanoate

Step 1. tert-butyl (endo)-5-((7-chloro-2-(3-(dimethylamino)azetidin-1-yl)-8-fluoro-3-nitro-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

DIPEA (0.87 ml, 5.0 mmol) was added dropwise to a suspension of 2,4,7-trichloro-8-fluoro-3-nitro-1,6-naphthyridine (intermediate 1, 296 mg, 1.0 mmol) and tert-butyl (endo)-5-amino-2-azabicyclo[2.1.1]hexane-2-carboxylate (200 mg, 1.0 mmol) in DCM (5 ml) at room temperature. After 30 minutes, N,N-dimethylazetidin-3-amine hydrochloride (260 mg, 1.5 mmol) was added to the reaction, and the resulting mixture was stirred for another 1h monitoring with LCMS. The reaction mixture was concentrated in vacuo, and the residue was purified by flash chromatography (0-10% MeOH in DCM) to give the product (392 mg, 75% yield). LCMS calculated for C₂₃H₃₀ClFN₇O₄(M+H)⁺: m/z=522.2; found 522.2.

Step 2. tert-butyl (endo)-5-((3-amino-7-chloro-2-(3-(dimethylamino)azetidin-1-yl)-8-fluoro-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Sodium hydrosulfite (463 mg, 2.25 mmol) in water (1.5 mL) was added to a solution of tert-butyl (endo)-5-((7-chloro-2-(3-(dimethylamino)azetidin-1-yl)-8-fluoro-3-nitro-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (392 mg, 0.75 mmol) and 30% aq. ammonium hydroxide (0.54 mL, 7.5 mmol) in MeOH (5 mL) at room temperature. After 10 min, the reaction was diluted with water and extracted with DCM for 3 times. The combined organic layers were dried Na₂SO₄, filtered and concentrated to give the crude product (350 mg, 95% yield), which was used in the next step without further purification. LCMS calculated for C₂₃H₃₂ClFN₇O₂(M+H)⁺: m/z=492.2; found 492.3.

Step 3. tert-butyl (endo)-5-(7-chloro-4-(3-(dimethylamino)azetidin-1-yl)-6-fluoro-2-(3-methoxy-3-oxopropyl)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A solution of tert-butyl (endo)-5-((3-amino-7-chloro-2-(3-(dimethylamino)azetidin-1-yl)-8-fluoro-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (350 mg, 0.71 mmol) and methyl 3-oxopropanoate (217 mg, 2.13 mmol) in i-PrOH (5 mL) was stirred at 80° C. overnight. The reaction mixture was concentrated and the residue was purified by flash chromatography (0-10% MeOH in DCM) to give the product (334 mg, 80% yield). LCMS calculated for C₂₈H₃₆ClFN₇O₄(M+H)⁺: m/z=588.2; found 588.2.

Step 4. methyl 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-4-(3-(dimethylamino)azetidin-1-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-1H-imidazo[4,5-c][1,6]naphthyridin-2-yl)propanoate

A mixture of tert-butyl (endo)-5-(7-chloro-4-(3-(dimethylamino)azetidin-1-yl)-6-fluoro-2-(3-methoxy-3-oxopropyl)-1H-imidazo[4,5-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (20 mg, 0.034 mmol), 2-(3-(methoxymethoxy)naphthalen-1-yl)-4,4,5,5-tetramethyl-1,3,2-dioxaborolane (27.6 mg, 0.102 mmol), XPhos Pd G2 (2.68 mg, 3.4 μmol), and K₃PO₄ (21.6 mg, 0.102 mmol) in Dioxane (0.8 ml) and Water (0.16 ml) was stirred at 105° C. for 2h with LCMS monitoring. Upon completion, the reaction mixture was concentrated in vacuo. The residue was dissolved in TFA (1 mL), and the solution was stirred at room temperature for 10 minutes to remove the Boc and MOM protecting groups. The reaction was then diluted with methanol, which was purified prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford Example 11 as a TFA salt in the form of a white amorphous powder. LCMS calculated for C₃₃H₃₅FN₇O₃(M+H)⁺: m/z=596.3; found 596.2.

Example 12. 2-((2S,4S)-4-(4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-7-(5-fluoroquinolin-8-yl)-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)-1-((E)-4-fluorobut-2-enoyl)piperidin-2-yl)acetonitrile

Step 1. tert-butyl (2S,4S)-4-(7-chloro-4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)-2-(cyanomethyl)piperidine-1-carboxylate

To a solution of tert-butyl (2S,4S)-4-(7-chloro-6-fluoro-4-(methylthio)-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)-2-(cyanomethyl)piperidine-1-carboxylate (intermediate 14, 50 mg, 0.102 mmol) in DCM (2 ml) at 0° C. was added m-CPBA (29.6 mg, 0.13 mmol). The reaction mixture was stirred at 0° C. for 20 min. The reaction mixture was dried and concentrated. The crude was dissolve in THF, then DIPEA (89 μl, 0.508 mmol) and N-ethyl-N-methylazetidin-3-amine, 2 HCl (38.0 mg, 0.203 mmol) was added to reaction vial and the resulting mixture was stirred at room temperature for 1 h. The reaction mixture was concentrated and the residue was purified by silica gel column (eluting with a gradient of 0-20% DCM in MeOH) to give the desired product as light brown oil. LC-MS calculated for C₂₆H₃₄ClFN₉O₂(M+H)⁺: m/z=558.2; found 558.2.

Step 2. 2-((2S,4S)-4-(4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-7-(5-fluoroquinolin-8-yl)-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)piperidin-2-yl)acetonitrile

The vial charged with tert-butyl (2S,4S)-4-(7-chloro-4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)-2-(cyanomethyl)piperidine-1-carboxylate (20 mg, 0.036 mmol), 5-fluoro-8-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)quinoline (9.79 mg, 0.036 mmol), K₃PO₄ (15.20 mg, 0.072 mmol), Pd-XphosG2 (2.87 mg, 3.58 μmol) and 5:1 dioxane/water (1 ml) were heated at 100° C. for 1h. The mixture was diluted with brine and EtOAc, the organic layer was separated, dried over MgSO₄, filtered and concentrated. The residue was dissolved in DCM/TFA 1:1 (1 mL) solution, stirred for 10 min, then the solvent was removed in vacuo, and the residue was dissolved in DCM, washed with sat. NaHCO₃, dried over MgSO₄, and concentrated. The crude product was used directly in next step. LC-MS calculated for C₃₀H₃₁F₂N₁₀ (M+H)⁺: m/z=569.3; found 569.3.

Step 3. 2-((2S,4S)-4-(4-(ethyl(methyl)amino)-6-fluoro-7-(5-fluoroquinolin-8-yl)-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)-1-((E)-4-fluorobut-2-enoyl)piperidin-2-yl)acetonitrile

To a solution of 2-((2S,4S)-4-(4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-7-(5-fluoroquinolin-8-yl)-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)piperidin-2-yl)acetonitrile (20 mg, 0.035 mmol) and (E)-4-fluorobut-2-enoic acid (7.32 mg, 0.070 mmol) in MeCN (0.5 mL) at 0° C. was added DIPEA (18.43 μl, 0.106 mmol) and propanephosphonic acid anhydride (50% solution in 2-methyltetrahydrofuran) (33.6 mg, 0.053 mmol). The reaction mixture was warmed to rt and stirred at this temperature for 20 min. The reaction mixture was dried and concentrated. The mixture was diluted with acetonitrile/water and purified using prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired products as TFA salt. LC-MS calculated for C₃₁H₂₉F₃N₉O (M+H)⁺: m/z=600.3; found 600.3.

Example 13. 2-((2S,4S)-4-(7-(5,6-dimethyl-1H-indazol-3-yl)-4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)-1-(2-fluoroacryloyl)piperidin-2-yl)acetonitrile

This compound was prepared according to the procedure described in Example 12 step 2, replacing 5-fluoro-8-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)quinoline with 5,6-dimethyl-1-(tetrahydro-2H-pyran-2-yl)-3-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)-1H-indazole, and step 3 replacing (E)-4-fluorobut-2-enoic acid with 2-fluoroacrylic acid. LC-MS calculated for C₃₃H₃₆F₂N₁₁O (M+H)⁺: m/z=640.3; found 640.3.

Example 14. 8-(1-((2S,4S)-2-(cyanomethyl)-1-(2-fluoroacryloyl)piperidin-4-yl)-4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-7-yl)-1-naphthonitrile

This compound was prepared according to the procedure described in Example 12 step 2, replacing 5-fluoro-8-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)quinoline with 8-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)-1-naphthonitrile, and step 3 replacing (E)-4-fluorobut-2-enoic acid with 2-fluoroacrylic acid. LC-MS calculated for C₃₅H₃₃F₂N₁₀O (M+H)⁺: m/z=647.3; found 647.3.

Example 15. 8-(1-((2S,4S)-2-(cyanomethyl)-1-((E)-4-fluorobut-2-enoyl)piperidin-4-yl)-4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-7-yl)-1-naphthonitrile

This compound was prepared according to the procedure described in Example 12 step 2, replacing 5-fluoro-8-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)quinoline with 8-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)-1-naphthonitrile. LC-MS calculated for C₃₆H₃₅F2N₁₀O (M+H)⁺: m/z=661.3; found 661.3.

Example 16. 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-4-(3-(dimethylamino)azetidin-1-yl)-7-(3-hydroxynaphthalen-1-yl)-6,8-dimethyl-1H-imidazo[4,5-c][1,5]naphthyridin-2-yl)-N,N-dimethylpropanamide

Step 1. tert-butyl (endo)-5-((2,6,7,8-tetrachloro-3-nitro-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

N,N-diisopropylethylamine (3.8 mL, 21.6 mmol) was added to a solution of 2,3,4,6,8-pentachloro-7-nitro-1,5-naphthyridine (intermediate 2, 2.50 g, 7.20 mmol) and tert-butyl (endo)-5-amino-2-azabicyclo[2.1.1]hexane-2-carboxylate (1.00 g, 5.04 mmol) in MeCN (100 mL) at room temperature. After stirring for 1 h, the volatiles were removed under reduced pressure. The residue was dissolved in DCM, washed with water, dried over Na₂SO₄ and concentrated. The crude residue was purified by flash column chromatography (0-20% MeOH/DCM) to afford the desired material. LC-MS calculated for C₁₈H₁₈Cl₄N₅O₄ (M+H)⁺: m/z=508.0/510.0/512.0; found 508.0/510.0/512.0.

Step 2. tert-butyl (endo)-5-((6,7,8-trichloro-2-(3-(dimethylamino)azetidin-1-yl)-3-nitro-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

N,N-diisopropylethylamine (1.4 mL, 7.66 mmol) was added to a solution of tert-butyl (endo)-5-((2,6,7,8-tetrachloro-3-nitro-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (1.30 g, 2.55 mmol) and N,N-dimethylazetidin-3-amine dihydrochloride (0.663 g, 3.83 mmol) in MeCN (10 mL) at room temperature. After stirring for 0.5 h, the volatiles were removed under reduced pressure. The residue was dissolved in DCM, washed with water, dried over Na₂SO₄ and concentrated. The crude residue was purified by flash column chromatography (0-20% MeOH/DCM) to afford the desired material. LCMS calculated for C₂₃H₂₉Cl₃N₇O₄ (M+H)⁺: m/z=572.1/574.1; found 572.1/574.1.

Step 3. tert-butyl (endo)-5-((3-amino-6,7,8-trichloro-2-(3-(dimethylamino)azetidin-1-yl)-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

tert-butyl (endo)-5-((6,7,8-trichloro-2-(3-(dimethylamino)azetidin-1-yl)-3-nitro-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (2.10 g, 3.67 mmol) was dissolved in glacial acetic acid (30 mL). Iron powder (1.03 g, 18.4 mmol) was added in one portion. The suspension was stirred under nitrogen and heated to 80° C. for 30 minutes. The reaction mixture was cooled to room temperature, and the solvent was removed under reduced pressure. The crude residue was neutralized with sat. aq. NaHCO₃ and diluted with DCM. The layers were separated and the aqueous layer extracted with DCM. The combined organic fractions were dried over Na₂SO₄, filtered, and concentrated. The crude residue was purified by flash column chromatography (0-20% MeOH/DCM) to afford the desired material. LCMS calculated for C₂₃H₃₁Cl₃N₇O₂ (M+H)⁺: m/z=542.2/544.2; found 542.1/544.1.

Step 4. tert-butyl (endo)-5-(6,7,8-trichloro-2-(3-(dimethylamino)-3-oxopropyl)-4-(3-(dimethylamino)azetidin-1-yl)-1H-imidazo[4,5-c][1,5]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

N,N-dimethyl-4-oxobutanamide (0.357 g, 2.76 mmol) was added to a ethanol (10 mL) containing tert-butyl (endo)-5-((3-amino-6,7,8-trichloro-2-(3-(dimethylamino)azetidin-1-yl)-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (0.500 g, 0.921 mmol) and pyridium p-toluenesulfonate (0.231 g, 0.921 mmol). After stirring for 16 hours, the volatiles were removed under reduced pressure. The residue was dissolved in DCM, washed with aqueous NaHCO₃ solution, dried over Na₂SO₄, filtered and concentrated. The crude residue was purified by flash column chromatography (0-20% MeOH/DCM) to afford the desired material. LCMS calculated for C₂₉H₃₈Cl₃NaO₃ (M+H)⁺: m/z=651.2/653.2; found 651.1/653.2.

Step 5. tert-butyl (endo)-5-(6,7-dichloro-2-(3-(dimethylamino)-3-oxopropyl)-4-(3-(dimethylamino)azetidin-1-yl)-8-methyl-1H-imidazo[4,5-c][1,5]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A reaction vial was charged with tert-butyl (endo)-5-(6,7,8-trichloro-2-(3-(dimethylamino)-3-oxopropyl)-4-(3-(dimethylamino)azetidin-1-yl)-1H-imidazo[4,5-c][1,5]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (0.166 g, 0.255 mmol) and iron(III) acetylacetonate (0.045 g, 0.127 mmol). The vial was evacuated and refilled with N₂ three times, followed by the addition of 1.2 mL anhydrous THF and MeMgBr (3 M THF solution, 255 μL, 0.764 mmol). The reaction was stirred for 2 h and quenched with aqueous solution of NH₄Cl. The mixture was extracted with ethyl acetate and the organic layer was dried over Na₂SO₄, filtered and concentrate. The crude residue was purified by flash column chromatography (0-30% MeOH/DCM) to afford the desired material. LCMS calculated for C₃₀H₄₁Cl₂N₈O₃ (M+H)⁺: m/z=631.3; found 631.5.

Step 6. tert-butyl (endo)-5-(7-chloro-2-(3-(dimethylamino)-3-oxopropyl)-4-(3-(dimethylamino)azetidin-1-yl)-6,8-dimethyl-1H-imidazo[4,5-c][1,5]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A reaction vial was charged with tert-butyl (endo)-5-(6,7-dichloro-2-(3-(dimethylamino)-3-oxopropyl)-4-(3-(dimethylamino)azetidin-1-yl)-8-methyl-1H-imidazo[4,5-c][1,5]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (10 mg, 0.016 mmol), tetrakis(triphenylphosphine)palladium(0) (2 mg, 1.6 μmol), potassium methyltrifluoroborate (2.9 mg, 0.024 mmol), K₃PO₄ (10 mg, 0.047 mmol) and 10:1 dioxane/water solution (0.2 mL). The mixture was sparged with N₂ for 1 min before it was heated at 110° C. for 2 hours. Upon completion, the reaction was cooled to room temperature, diluted with water and DCM, and the layers were separated. The aqueous layer was extracted with DCM. The combined organic fractions were dried over Na₂SO₄, filtered and concentrated. The crude residue was purified by preparative LCMS to afford the desired product. LCMS calculated for C₃₁H₄₄ClN₈O₃(M+H)⁺: m/z=611.3; found 611.3.

Step 7. 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-4-(3-(dimethylamino)azetidin-1-yl)-7-(3-hydroxynaphthalen-1-yl)-6,8-dimethyl-1H-imidazo[4,5-c][1,5]naphthyridin-2-yl)-N,N-dimethylpropanamide

A reaction vial was charged with tert-butyl (endo)-5-(7-chloro-2-(3-(dimethylamino)-3-oxopropyl)-4-(3-(dimethylamino)azetidin-1-yl)-6,8-dimethyl-1H-imidazo[4,5-c][1,5]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (5 mg, 8.2 μmol), XPhos Pd G2 (1 mg, 1 μmol), 4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)naphthalene-2-ol (3 mg, 0.012 mmol), K₃PO₄ (7 mg, 0.033 mmol) and 10:1 dioxane/water solution (0.2 mL). The mixture was sparged with N₂ for 1 min before it was heated at 100° C. for 2 hours. Upon completion, the reaction was filtered through a pad of Celite packed on a medium porosity fritted filter. The Celite was washed with MeCN. The filtrates were combined and concentrated.

The crude residue was dissolved into 1:1 DCM/TFA (1 ml) and stirred at room temperature for 30 mins. Upon deprotection, the reaction mixture was concentrated, diluted with MeCN (5 mL) and purified by prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product as a TFA salt. The products were isolated as diastereomers. LCMS calculated for C₃₆H₄₃N₈O₂ (M+H)⁺: m/z=619.3; found 619.3.

Example 17a/17b. 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-8-(2-cyanoethyl)-4-(3-(dimethylamino)azetidin-1-yl)-7-(3-hydroxynaphthalen-1-yl)-1H-imidazo[4,5-c][1,5]naphthyridin-2-yl)-N,N-dimethylpropanamide

Step 1. tert-butyl (endo)-5-((7-bromo-2,6-dichloro-3-nitro-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedure described in Example 16, Step 1, replacing intermediate 2 with 7-bromo-2,4,6-trichloro-3-nitro-1,5-naphthyridine (intermediate 3). LCMS calculated for C₁₈H₁₉BrCl₂N₅O₄ (M+H)⁺: m/z=518.0/520.0/522.0; found 518.0/520.0/522.0.

Step 2. tert-butyl (endo)-5-((7-bromo-6-chloro-2-(3-(dimethylamino)azetidin-1-yl)-3-nitro-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedure described in Example 16, Step 2, replacing tert-butyl (endo)-5-((2,6,7,8-tetrachloro-3-nitro-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate with tert-butyl (endo)-5-((7-bromo-2,6-dichloro-3-nitro-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate. LCMS calculated for C₂₃H₃₀BrClN₇O₄(M+H)⁺: m/z=582.1/584.1; found 582.1/584.1.

Step 3. tert-butyl (endo)-5-((3-amino-7-bromo-6-chloro-2-(3-(dimethylamino)azetidin-1-yl)-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedure described in Example 16, Step 3, replacing tert-butyl (endo)-5-((6,7,8-trichloro-2-(3-(dimethylamino)azetidin-1-yl)-3-nitro-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate with tert-butyl (endo)-5-((7-bromo-6-chloro-2-(3-(dimethylamino)azetidin-1-yl)-3-nitro-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate. LCMS calculated for C₂₃H₃₂BrClN₇O₂ (M+H)⁺: m/z=552.1/554.1; found 552.1/554.1.

Step 4. tert-butyl (endo)-5-(7-bromo-8-chloro-2-(3-(dimethylamino)-3-oxopropyl)-4-(3-(dimethylamino)azetidin-1-yl)-1H-imidazo[4,5-c][1,5]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedure described in Example 16, Step 4, replacing tert-butyl (endo)-5-((3-amino-6,7,8-trichloro-2-(3-(dimethylamino)azetidin-1-yl)-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate with tert-butyl (endo)-5-((3-amino-7-bromo-6-chloro-2-(3-(dimethylamino)azetidin-1-yl)-1,5-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate. LCMS calculated for C₂₉H₃₉BrClN₈O₃ (M+H)⁺: m/z=661.2/663.2; found 661.1/663.1.

Step 5. tert-butyl (endo)-5-(8-chloro-2-(3-(dimethylamino)-3-oxopropyl)-4-(3-(dimethylamino)azetidin-1-yl)-7-(3-(methoxymethoxy)naphthalen-1-yl)-1H-imidazo[4,5-c][1,5]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A reaction vial was charged with tert-butyl (endo)-5-(7-bromo-8-chloro-2-(3-(dimethylamino)-3-oxopropyl)-4-(3-(dimethylamino)azetidin-1-yl)-1H-imidazo[4,5-c][1,5]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (111 mg, 0.168 mmol), tetrakis(triphenylphosphine)palladium(0) (29 mg, 0.025 mmol), 2-(3-(methoxymethoxy)naphthalen-1-yl)-4,4,5,5-tetramethyl-1,3,2-dioxaborolane (53 mg, 0.168 mmol), K₃PO₄ (142 mg, 0.671 mmol) and 10:1 dioxane/water solution (0.8 mL). The mixture was sparged with N₂ for 1 min before it was heated at 100° C. for 2 hours. Upon completion, the reaction was filtered through a pad of Celite packed on a medium porosity fritted filter. The Celite was washed with MeCN. The filtrates were combined and concentrated. The crude residue was purified by flash column chromatography (0-30% MeOH/DCM) to afford the desired material. LCMS calculated for C₄₁H₅₀ClN₈O₅(M+H)⁺: m/z=769.4; found 769.3.

Step 6. 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-8-(2-cyanoethyl)-4-(3-(dimethylamino)azetidin-1-yl)-7-(3-hydroxynaphthalen-1-yl)-1H-imidazo[4,5-c][1,5]naphthyridin-2-yl)-N,N-dimethylpropanamide

A reaction vial was charged with tert-butyl (endo)-5-(8-chloro-2-(3-(dimethylamino)-3-oxopropyl)-4-(3-(dimethylamino)azetidin-1-yl)-7-(3-(methoxymethoxy)naphthalen-1-yl)-1H-imidazo[4,5-c][1,5]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (50 mg, 0.065 mmol) and XPhosPd G4 (17 mg, 0.032 mmol). After evacuation and refilling with N₂ three times, 0.5 M THF solution of (2-cyanoethyl)zinc(II) bromide (0.65 mL, 0.325 mmol) was added and the reaction heated at 90° C. for 16 hours. Upon completion, the reaction was filtered through a pad of Celite packed on a medium porosity fritted filter. The Celite was washed with MeCN. The filtrates were combined and concentrated.

The crude residue was dissolved into 1:1 DCM/TFA (1 ml). After stirring at room temperature for 10 mins, a drop of water was added and the mixture was stirred for another 30 mins. Upon deprotection, the reaction mixture was concentrated, diluted with MeCN (5 mL) and purified by prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the desired product as a TFA salt. The products were isolated as pairs of enantiomers.

Example 17a: Diastereomer 1, peak 1. LCMS calculated for C₃₇H₄₂N₉O₂ (M+H)⁺ m/z=644.3; found 644.3.

Example 17b: Diastereomer 2, peak 2. LCMS calculated for C₃₇H₄₂N₉O₂ (M+H)⁺ m/z=644.3; found 644.3.

Example 18. 4-(1-((1R,4R,5S)-2-Azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-2-methyl-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-7-yl)-6-fluoronaphthalen-2-ol

This compound was prepared according to the procedure described in Example 3a/3b, by using tert-butyl (1R,4R,5S)-5-(7-chloro-6-fluoro-2-methyl-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 16) instead of intermediate 10, and replacing 2-(3-(methoxymethoxy)naphthalen-1-yl)-4,4,5,5-tetramethyl-1,3,2-dioxaborolane with 2-(7-fluoro-3-(methoxymethoxy)naphthalen-1-yl)-4,4,5,5-tetramethyl-1,3,2-dioxaborolane.

Example 18: isolated as TFA salt, LCMS calculated for C₃₃H₃₄F₂N₅O₂(M+H)⁺ m/z=570.3; found 570.3. ¹H NMR (600 MHz, DMSO-d6) δ 10.11 (s, 1H), 9.60 (s, 1H), 9.36 (s, 1H), 8.32 (s, 1H), 7.92 (dd, J=9.1, 6.0 Hz, 1H), 7.42-7.28 (m, 4H), 6.76 (s, 1H), 5.68 (dt, J=9.2, 6.2 Hz, 1H), 5.40 (d, J=2.9 Hz, 1H), 4.98 (s, 1H), 3.96-3.79 (m, 2H), 3.59 (dq, J=12.3, 6.2 Hz, 1H), 3.46-3.36 (m, 1H), 3.18 (dq, J=12.0, 6.3 Hz, 1H), 3.07 (d, J=4.6 Hz, 3H), 3.04-2.96 (m, 1H), 2.55 (s, 3H), 2.35-2.25 (m, 2H), 2.15-2.02 (m, 1H), 1.98-1.86 (m, 2H), 1.60 (d, J=9.1 Hz, 1H), 1.53 (d, J=6.0 Hz, 3H).

Example 19. 1-((R)-2-(7-(Benzo[d]thiazol-4-yl)-1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidin-1-yl)ethan-1-one

A mixture of tert-butyl (1R,4R,5S)-5-(2-((R)-1-acetylpyrrolidin-2-yl)-7-chloro-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (intermediate 18, 50 mg, 0.078 mmol),4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)benzo[d]thiazole (61.1 mg, 0.234 mmol), Xphos Pd G2 (18.41 mg, 0.023 mmol), and K₃PO₄ (49.6 mg, 0.234 mmol) in dioxane (5.0 ml) and Water (1.0 ml) was stirred at 90° C. for 2h. Upon completion, the reaction mixture was concentrated in vacuo. The residue was dissolved in TFA (2 ml) and DCM (2 ml), and the solution was stirred at room temperature for 30 minutes to remove the Boc protecting group. The reaction was then diluted with CH₃CN, which was purified by prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the product as a TFA salt in the form of a white amorphous powder.

Example 19: LCMS calculated for C₃₅H₃₉FN₇O₂S (M+H)⁺ m/z=640.3; found 640.3. ¹H NMR (600 MHz, DMSO-d6) b 9.99 (s, 1H), 9.53 (s, 1H), 9.42 (s, 1H), 9.29 (s, 1H), 8.35 (dd, J=8.1, 1.2 Hz, 1H), 7.80 (dd, J=7.4, 1.2 Hz, 1H), 7.70 (td, J=7.7, 2.5 Hz, 1H), 6.47 (s, 1H), 5.72 (dq, J=9.1, 6.2 Hz, 1H), 5.52 (d, J=2.9 Hz, 1H), 5.20 (d, J=8.2 Hz, 1H), 4.88 (d, J=6.1 Hz, 1H), 3.96-3.90 (m, 1H), 3.90-3.80 (m, 2H), 3.77 (t, J=8.7 Hz, 1H), 3.63-3.52 (m, 2H), 3.45-3.40 (m, 1H), 3.22-3.12 (m, 1H), 3.04 (d, J=4.7 Hz, 3H), 2.35-2.23 (m, 3H), 2.17 (s, 3H), 2.13-2.04 (m, 1H), 2.00-1.87 (m, 3H), 1.82 (dd, J=12.6, 6.5 Hz, 1H), 1.71-1.61 (m, 1H), 1.59 (d, J=9.2 Hz, 1H), 1.54 (d, J=6.3 Hz, 3H).

Example 20a/20b: 3-(1-((1R,4R,5S)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-(chroman-8-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)-2,3-dihydroindolizin-5(1H)-one

To a solution of tert-butyl (1R,4R,5S)-5-((7-(chroman-8-yl)-8-fluoro-3-iodo-2-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1,6-naphthyridin-4-yl)amino)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Intermediate 19, 18 mg, 0.025 mmol) and 3-ethynyl-2,3-dihydroindolizin-5(1M)-one (Intermediate 20, 12 mg, 0.074 mmol) in DMF (0.3 ml) was added DIPEA (0.043 ml, 0.247 mmol), Pd(Ph₃P)₄ (5.70 mg, 4.93 μmol) and copper(I) iodide (1.879 mg, 9.87 μmol). The reaction mixture was heated to 50° C. for 1 hour. Then Cs₂CO₃ (0.080 g, 0.247 mmol) was added to the reaction mixture. The reaction mixture was heated at 90° C. for 1 hour. The reaction mixture was quenched with NH₄OH solution and extracted with DCM. The combined organic fractions were dried over MgSO₄, filtered, and concentrated. To the crude residue was added DCM (1 ml) and TFA (1 ml) the reaction mixture was stirred at room temperature for 1 hour. The reaction mixture was concentrated then diluted with acetonitrile (5 ml) and filtered. The crude solution was purified by prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the product as a TFA salt in the form of a white amorphous powder.

Example 20a: Diastereomer 1, peak 1. LCMS calculated for C₃₉H₄₂FN₆O₃(M+H)⁺: m/z=661.3; found 661.3.

Example 20b: Diastereomer 2, peak 2. LCMS calculated for C₃₉H₄₂FN₆O₃(M+H)⁺: m/z=661.3; found 661.3.

Example 21. 1-((R)-1-(1-((1R,4R,5S)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-(chroman-8-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)ethyl)pyridin-2(1H)-one

Example 21 was prepared according to procedure described in Example 20a/20b, replacing 3-ethynyl-2,3-dihydroindolizin-5(1H)-one (Intermediate 20) with (R)-1-(but-3-yn-2-yl)pyridin-2(1M)-one (Intermediate 21). LCMS calculated for C₃₈H₄₂FN₆O₃(M+H)⁺: m/z=649.3; found 649.5.

Example 22: Methyl (R)-2-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(2,3-dichlorophenyl)-4-(3-(dimethylamino)-3-methylazetidin-1-yl)-6-fluoro-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate

To the reaction mixture of tert-butyl (1R,4R,5S)-5-(7-(2,3-dichlorophenyl)-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylsulfinyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Intermediate 23, 50 mg, 0.071 mmol) and N,N,3-trimethylazetidin-3-amine dihydrochloride (39.7 mg, 0.213 mmol) in acetonitrile (1.423 mL) was added DIPEA (62.1 μL, 0.356 mmol). The reaction mixture was stirred at 70° C. for 30 minutes. Upon completion, the reaction was concentrated in vacuo. The residue was dissolved in TFA (1 mL), and the solution was stirred at room temperature for 10 minutes to remove the Boc protecting group. The reaction was then diluted with acetonitrile, which was purified prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the product as a TFA salt in the form of a white amorphous powder. LC-MS calculated for C₃₃H₃₇Cl₂FN₇O₂(M+H)⁺: m/z=652.2; found 652.2. ¹H NMR (600 MHz, DMSO-d₆, 4/6 ratio rotamer in solution) 10.88 (s, 1H), 9.31 (m, 1H), 8.33 (s, 0.4H), 8.24 (s, 0.6H), 7.80 (m, 1H), 7.56-7.52 (m, 2H), 6.41 (m, 1H), 5.45 (m, 1H), 5.10 (m, 1H), 4.81 (m, 1H), 4.69 (m, 1H), 4.60 (m, 1H), 4.32 (m, 2H), 3.90 (m, 1H), 3.74-3.61 (m, 5H), 3.52-3.38 (m, 2H), 2.84 (s, 6H), 2.36-2.21 (m, 2H), 1.92-1.72 (m, 2H), 1.67 (s, 3H), 1.58 (m, 1H).

Example 23: Methyl (R)-2-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(2,3-dichlorophenyl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate

At 0° C., to a solution of tert-butyl (1R,4R,5S)-5-(7-(2,3-dichlorophenyl)-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylsulfinyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Intermediate 23, 100 mg, 0.142 mmol) and (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol (55.2 mg, 0.427 mmol) in THF (1.423 mL) was added 1.0M potassium tert-butoxide solution in THF (427 μL, 0.427 mmol). The reaction mixture was stirred at 0° C. for 30 minutes. Upon completion, the reaction was filtered through celite and washed with EtOAc. The filtrate was concentrated in vacuo. The resulting residue was then dissolved in TFA (1 mL), and the solution was stirred at room temperature for 10 minutes to remove the Boc protecting group. The reaction was then diluted with acetonitrile, which was purified prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the product as a TFA salt in the form of a white amorphous powder. LC-MS calculated for C₃₄H₃₈Cl₂FN₆O₃ (M+H)⁺: m/z=667.2; found 667.2.

Example 24. Methyl (R)-2-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(2-chloro-3-methylphenyl)-6-fluoro-4-(6-(methylcarbamoyl)pyridin-2-yl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate

Step 1. tert-Butyl (1R,4R,5S)-5-(7-(2-chloro-3-methylphenyl)-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

Under the atmosphere of nitrogen, the reaction mixture of tert-butyl (1R,4R,5S)-5-(7-chloro-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Intermediate 22, 450 mg, 0.781 mmol), potassium phosphate tribasic (497 mg, 2.343 mmol), (2-chloro-3-methylphenyl)boronic acid (666 mg, 3.91 mmol) and tetrakis(triphenylphosphine)palladium (271 mg, 0.234 mmol) in Dioxane (6.51 mL) and Water (1.302 mL) was stirred at 110° C. for 3 hours. Upon completion, the reaction was cooled down and poured into water, extracted with EtOAc. The combined organic layers were dried over anhydrous MgSO₄, concentrated and purified by flash chromatography (0-100% EtOAc in Hexanes) to afford the product as light yellow solid (400 mg, 77% yield). LC-MS calculated for C₃₄H₃₈ClFN₅O₄S (M+H)⁺: m/z=666.2; found 666.2.

Step 2. N-methyl-6-(trimethylstannyl)picolinamide

Under the atmosphere of nitrogen, the reaction mixture of 6-bromo-N-methylpicolinamide (40 mg, 0.186 mmol), hexamethylditin (57.9 μL, 0.279 mmol) and tetrakis(triphenylphosphine)palladium (21.49 mg, 0.019 mmol) in Dioxane (0.620 mL) were stirred at 100° C. for overnight. The mixture was cooled to room temperature and then filtered over a pad of celite. The filtrate was concentrated to give the crude product, which was used in the next step without further purification.

Step 3. methyl (R)-2-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(2-chloro-3-methylphenyl)-6-fluoro-4-(6-(methylcarbamoyl)pyridin-2-yl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate

Under the atmosphere of nitrogen, the reaction mixture of tert-butyl (1R,4R,5S)-5-(7-(2-chloro-3-methylphenyl)-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (20 mg, 0.030 mmol), tetrakis(triphenylphosphine)palladium (6.94 mg, 6.00 μmol), copper(I) 3-methylsalicylate (23.20 mg, 0.108 mmol), and N-methyl-6-(trimethylstannyl)picolinamide (22.44 mg, 0.075 mmol) in Dioxane (0.300 mL) was stirred at 100° C. for 2 hours. Upon completion, the reaction was cooled down to room temperature, diluted with EtOAc and filtered through Silica Prep Thiol. The filtrate was concentrated and the resulting residue was then dissolved in TFA (1 mL), and the solution was stirred at room temperature for 10 minutes to remove the Boc protecting group. The reaction was then diluted with acetonitrile, which was purified prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the product as a TFA salt in the form of a white amorphous powder. LC-MS calculated for C₃₅H₃₄ClFN₇O₃ (M+H)⁺: m/z=654.2; found 654.2.

Example 25: methyl (R)-2-(7-(benzo[d]thiazol-4-yl)-1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-4-(((S)-1-(pyrrolidin-1-yl)propan-2-yl)oxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate

Step 1. tert-butyl (1R,4R,5S)-5-(7-(benzo[d]thiazol-4-yl)-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of tert-butyl (1R,4R,5S)-5-(7-chloro-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (Intermediate 22, 250 mg, 0.43 mmol), 4-(4,4,5,5-tetramethyl-1,3,2-dioxaborolan-2-yl)benzo[d]thiazole (170 mg, 0.65 mmol), XPhos Pd G2 (34 mg, 0.043 mmol), and K₃PO₄ (274 mg, 1.3 mmol) in Dioxane (4 ml) and Water (1 ml) was stirred at 100° C. for 1 h with LCMS monitoring. Upon completion, the reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The residue was purified by column chromatography to give the product (203 mg, 70%). LCMS calculated for C₃₄H₃₆FN₆O₄S₂ (M+H)⁺: m/z=675.2; found 675.3.

Step 2. tert-butyl (1R,4R,5S)-5-(7-(benzo[d]thiazol-4-yl)-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylsulfinyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate

m-CPBA (18 mg, 77% w/w, 0.075 mmol) was added to a solution of tert-butyl (1R,4R,5S)-5-(7-(benzo[d]thiazol-4-yl)-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylthio)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (50 mg, 0.074 mmol) in DCM (1 ml) at 0° C., and the resulting mixture was stirred at 0° C. for 30 min. The reaction was diluted with DCM, washed with saturated aq. NaHCO₃ solution, dried over MgSO₄ and concentrated in vacuo to give the crude product, which was used in the next step without further purification. LCMS calculated for C₃₄H₃₆FN₆O₅S₂ (M+H)⁺: m/z=691.2; found 691.2.

Step 3. methyl (R)-2-(7-(benzo[d]thiazol-4-yl)-1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-4-(((S)-1-(pyrrolidin-1-yl)propan-2-yl)oxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate

LiHMDS (1 M in THF, 100 μl, 0.1 mmol) was added dropwise to a solution of (S)-1-(pyrrolidin-1-yl)propan-2-ol (13 mg, 0.1 mmol) in THF (0.5 mL) at 0° C. After 15 mins, tert-butyl (1R,4R,5S)-5-(7-(benzo[d]thiazol-4-yl)-6-fluoro-2-((R)-1-(methoxycarbonyl)pyrrolidin-2-yl)-4-(methylsulfinyl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (15 mg, 0.022 mmol) in THF (0.3 mL) was added at 0° C., and the reaction was stirred at 0° C. for 30 min with LCMS monitoring. The reaction mixture was concentrated in vacuo, and the residue was dissolved in TFA (1 mL). The solution was stirred at r.t. for 10 min, then mixture was diluted with methanol and was purified by prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the product as a TFA salt in the form of a white amorphous powder. LCMS calculated for C₃₅H₃₉FN₇O₃S (M+H)⁺: m/z=656.3; found 656.3.

Example 26a/26b: (7aS)-5-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(chroman-8-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)tetrahydro-1H,3H-pyrrolo[1,2-c]oxazol-3-one

Step 1. tert-butyl (1R,4R,5S)-5-(7-chloro-6-fluoro-4-(methylthio)-2-((7aS)-3-oxotetrahydro-1H,3H-pyrrolo[1,2-c]oxazol-5-yl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-y)-2-azabicyclo[2.1.1]hexane-2-carboxylate

This compound was prepared according to the procedure described for Intermediate 7 by replacing methyl pent-4-ynoate with (7aS)-5-ethynyltetrahydro-1H,3H-pyrrolo[1,2-c]oxazol-3-one (Intermediate 24). LCMS calculated for C₂₇H₃₀ClFN₅O₄S (M+H)⁺: m/z=574.2; found 574.2.

Step 2. tert-butyl (1R,4R,5S)-5-(7-(chroman-8-yl)-6-fluoro-4-(methylthio)-2-((7aS)-3-oxotetrahydro-1H,3H-pyrrolo[1,2-c]oxazol-5-yl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-y)-2-azabicyclo[2.1.1]hexane-2-carboxylate

A mixture of tert-butyl (1R,4R,5S)-5-(7-chloro-6-fluoro-4-(methylthio)-2-((7aS)-3-oxotetrahydro-1H,3H-pyrrolo[1,2-c]oxazol-5-yl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (150 mg, 0.26 mmol), chroman-8-ylboronic acid (70 mg, 0.39 mmol), XPhos Pd G2 (20 mg, 0.026 mmol), and K₃PO₄ (274 mg, 1.3 mmol) in Dioxane (4 ml) and Water (1 ml) was stirred at 100° C. for 1 h with LCMS monitoring. Upon completion, the reaction was diluted with EtOAc, washed with water and brine, dried over sodium sulfate, and concentrated in vacuo. The residue was purified by column chromatography to give the product (140 mg, 80%). LCMS calculated for C₃₆H₃₉FN₅O₅S (M+H)⁺: m/z=672.3; found 672.3.

Step 3. tert-butyl (1R,4R,5S)-5-(7-(chroman-8-yl)-6-fluoro-4-(methylsulfinyl)-2-((7aS)-3-oxotetrahydro-1H,3H-pyrrolo[1,2-c]oxazol-5-yl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-y)-2-azabicyclo[2.1.1]hexane-2-carboxylate

m-CPBA (18 mg, 77% w/w, 0.075 mmol) was added to a solution of tert-butyl (1R,4R,5S)-5-(7-(chroman-8-yl)-6-fluoro-4-(methylthio)-2-((7aS)-3-oxotetrahydro-1H,3H-pyrrolo[1,2-c]oxazol-5-yl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (50 mg, 0.074 mmol) in DCM (1 ml) at 0° C., and the resulting mixture was stirred at 0° C. for 30 min. The reaction was diluted with DCM, washed with saturated aq. NaHCO₃ solution, dried over MgSO₄ and then concentrated in vacuo to give the crude product, which was used in the next step without further purification. LCMS calculated for C₃₆H₃₉FN₅O₆S (M+H)⁺: m/z=688.2; found 688.2.

Step 4. (7aS)-5-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(chroman-8-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)tetrahydro-1H,3H-pyrrolo[1,2-c]oxazol-3-one

LiHMDS (1 M in THF, 100 μl, 0.1 mmol) was added dropwise to a solution of (S)-1-((S)-1-methylpyrrolidin-2-yl)ethan-1-ol (13 mg, 0.1 mmol) in THF (0.5 mL) at 0° C. After 15 mins, tert-butyl (1R,4R,5S)-5-(7-(chroman-8-yl)-6-fluoro-4-(methylsulfinyl)-2-((7aS)-3-oxotetrahydro-1H,3H-pyrrolo[1,2-c]oxazol-5-yl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-1-yl)-2-azabicyclo[2.1.1]hexane-2-carboxylate (14 mg, 0.02 mmol) in THF (0.3 mL) was added at 0° C., and the reaction was stirred at 0° C. for 30 min with LCMS monitoring. The reaction mixture was concentrated in vacuo, and the residue was dissolved in TFA (1 mL). The solution was stirred at room temperature for 10 minutes, then diluted with methanol and purified by prep-LCMS (XBridge C18 column, eluting with a gradient of acetonitrile/water containing 0.1% TFA, at flow rate of 60 mL/min) to afford the products as a TFA salt in the form of a white amorphous powder.

Example 26a peak 1: LCMS calculated for C₃₇H₄₂FN₆O₄(M+H)⁺: m/z=653.3; found 653.3.

Example 26b peak 2: LCMS calculated for C₃₇H₄₂FN₆O₄(M+H)⁺: m/z=653.3; found 653.3.

Example 27. 4-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(chroman-8-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)-N,N,1-trimethyl-1H-pyrazole-3-carboxamide

Example 27 was prepared according to the procedure described in Example 20a/20b, replacing 3-ethynyl-2,3-dihydroindolizin-5(1H)-one with 4-ethynyl-N,N,1-trimethyl-1H-pyrazole-3-carboxamide (Intermediate 25). LCMS calculated for C₃₈H₄₄FN₈O₃ (M+H)⁺: m/z=679.3; found 679.4.

Example A. GDP-GTP Exchange Assay

The inhibitor potency of the exemplified compounds was determined in a fluorescence based guanine nucleotide exchange assay, which measures the exchange of bodipy-GDP (fluorescently labeled GDP) for GppNHp (Non-hydrolyzable GTP analog) to generate the active state of KRAS in the presence of SOS1 (guanine nucleotide exchange factor). Inhibitors were serially diluted in DMSO and a volume of 0.1 μL was transferred to the wells of a black low volume 384-well plate. 5 μL/well volume of bodipy-loaded KRAS G12D diluted to 2.5 nM in assay buffer (25 mM Hepes pH 7.5, 50 mM NaCl, 10 mM MgCl₂ and 0.01% Brij-35) was added to the plate and pre-incubated with inhibitor for 4 hours at ambient temperature. Appropriate controls (enzyme with no inhibitor or with a G12D inhibitor) were included on the plate. The exchange was initiated by the addition of a 5 μL/well volume containing 1 mM GppNHp and 300 nM SOS1 in assay buffer. The 10 μL/well reaction concentration of the bodipy-loaded KRAS G12D, GppNHp, and SOS1 were 2.5 nM, 500 uM, and 150 nM, respectively. The reaction plates were incubated at ambient temperature for 2 hours, a time estimated for complete GDP-GTP exchange in the absence of inhibitor. For the KRAS G12V mutant, similar guanine nucleotide exchange assays were used with 2.5 nM as final concentration for the bodipy loaded KRAS proteins and 3 hours incubation after adding GppNHp-SOS1 mixture. A cyclic peptide described to selectively bind G12D mutant (Sakamoto et al., BBRC 484.3 (2017), 605-611) or internal compounds with confirmed binding were used as positive controls in the assay plates. Fluorescence intensities were measured on a PheraStar plate reader instrument (BMG Labtech) with excitation at 485 nm and emission at 520 nm.

The inhibitor potency of the exemplified compounds was determined in a fluorescence based guanine nucleotide exchange assay, which measures the exchange of bodipy-GDP (fluorescently labeled GDP) for GppNHp (Non-hydrolyzable GTP analog) to generate the active state of KRAS in the presence of SOS1 (guanine nucleotide exchange factor). Inhibitors were serially diluted in DMSO and a volume of 0.1 μL was transferred to the wells of a black low volume 384-well plate. 5 μL/well volume of bodipy-loaded KRAS G12C diluted to 5 nM in assay buffer (25 mM Hepes pH 7.5, 50 mM NaCl, 10 mM MgCl₂ and 0.01% Brij-35) was added to the plate and pre-incubated with inhibitor for 2 hours at ambient temperature. Appropriate controls (enzyme with no inhibitor or with a G12C inhibitor (AMG-510)) were included on the plate. The exchange was initiated by the addition of a 5 μL/well volume containing 1 mM GppNHp and 300 nM SOS1 in assay buffer. The 10 μL/well reaction concentration of the bodipy-loaded KRAS G12C, GppNHp, and SOS1 were 2.5 nM, 500 uM, and 150 nM, respectively. The reaction plates were incubated at ambient temperature for 2 hours, a time estimated for complete GDP-GTP exchange in the absence of inhibitor. Internal compounds with confirmed binding were used as positive controls in the assay plates. Fluorescence intensities were measured on a PheraStar plate reader instrument (BMG Labtech) with excitation at 485 nm and emission at 520 nm.

Either GraphPad prism or XLfit was used to analyze the data. The IC₅₀ values were derived by fitting the data to a four parameter logistic equation producing a sigmoidal dose-response curve with a variable Hill coefficient. Prism equation: Y=Bottom+(Top−Bottom)/(1+10{circumflex over ( )}((Log IC₅₀−X)*Hill slope)); XLfit equation: Y=(A+((B−A)/(1+((X/C){circumflex over ( )}D)))) where X is the logarithm of inhibitor concentration and Y is the response.

The KRAS_G12D exchange assay IC₅₀ data and KRAS_G12D pERK assay IC₅₀ data are provided in Table 1 below. The symbol “t” indicates IC₅₀≤100 nM, “††” indicates IC₅₀>100 nM but ≤1 μM; and “†††” indicates IC₅₀ is >1 μM but ≤5 μM, “††††” indicates IC₅₀ is >5 μM but ≤10 μM. “N/A” indicates IC₅₀ not available.

TABLE 1 Ex. No. G12D_exchange G12D_pERK 1a † † 1b † † 2a † ††† 2b † †† 3a † † 3b † †† 4 † †† 5 †† N/A 6a †† N/A 7a † ††† 8a † N/A 8b †† N/A 9a † ††† 9b † N/A 10b ††† N/A 11 † ††† 16 ††† N/A 17a † N/A 17b † †††† 18 † N/A 19 † N/A 20a † N/A 21 † N/A 22 † N/A 23 † N/A 24 † N/A 25 † † 26a † † 26b †† ††† 27 † ††† The KRAS_G12V exchange assay IC₅₀ data and KRAS_G12V pERK assay IC₅₀ data are provided in Table 1 below. The symbol “†” indicates IC₅₀ ≤ 100 nM, “††” indicates IC₅₀ > 100 nM but ≤ 1 μM; and “†††” indicates IC₅₀ is > 1 μM but ≤ 5 μM, “††††” indictes IC₅₀ is > 5 μM but ≤ 10 μM. “N/A” indicates IC₅₀ not available.

TABLE 2 Ex. No. G12V_exchange G12V_pERK 1a † ††† 1b † †† 2a †† N/A 2b † †††† 3a † †† 3b †† †††† 4 † ††† 5 ††† N/A 7a †† N/A 8a †† N/A 8b ††† N/A 9a † N/A 9b † N/A 11 †† N/A 17a ††† N/A 17b ††† N/A 18 † N/A 19 † N/A 20a † N/A 21 † N/A 22 †† N/A 23 † N/A 24 †††† N/A 25 †† ††† 26a † ††† 26b †† N/A 27 † ††† The KRAS_G12C exchange assay IC₅₀ data and KRAS_G12C pERK assay IC₅₀ data are provided in Table 1 below. The symbol “†” indicates IC₅₀ ≤ 100 nM, “††” indicates IC₅₀ > 100 nM but ≤ 1 μM; and “†††” indicates IC₅₀ is > 1 μM but ≤ 5 μM, “††††” indictes IC₅₀ is > 5 μM but ≤ 10 μM. “N/A” indicates IC₅₀ not available.

TABLE 3 Ex. No. G12C_exchange G12C_pERK 12 † †† 13 † N/A 14 † †† 15 † †

Example B: Luminescent Viability Assay

MIA PaCa-2 (KRAS G12C; ATCC@ CRL-1420), A427 (KRAS G12D; ATCC@ HTB53) and NCI-H838 (KRAS WT; ATCC@ CRL-5844) cells are cultured in RPMI 1640 media supplemented with 10% FBS (Gibco/Life Technologies). The cells are seeded (5×10³ cells/well/in 50 uL) into black, clear bottomed 96-well Greiner tissue culture plates and cultured overnight at 37° C., 5% CO₂. After overnight culture, 50 uL per well of serially diluted test compounds (2x final concentration) are added to the plates and incubated for 3 days. At the end of the assay, 100 ul/well of CellTiter-Glo reagent (Promega) is added. Luminescence is read after 15 minutes with a TopCount (PerkinElmer). IC₅₀ determination is performed by fitting the curve of percent inhibition versus the log of the inhibitor concentration using the GraphPad Prism 7 software.

Example C: Cellular pERK HTRF Assay

MIA PaCa-2 (KRAS G12C; ATCC® CRL-1420), A427 (KRAS G12D; ATCC@HTB53), HPAF-II (KRAS G12D; ATCC® CRL-1997) and NCI-H838 (KRAS WT; ATCC® CRL-5844) cells are purchased from ATCC and maintained in RPMI 1640 media supplemented with 10% FBS (Gibco/Life Technologies). The cells are plated at 5000 cells per well (8 uL) into Greiner 384-well low volume, flat-bottom, tissue culture treated white plates and incubated overnight at 37° C., 5% CO₂. The next morning, test compound stock solutions are diluted in media at 3x the final concentration, and 4 uL are added to the cells. The plate is mixed by gentle rotation for 30 seconds (250 rpm) at room temperature. The cells are incubated with the KRAS G12C and G12D compounds for 4 hours or 2 hours respectively at 37° C., 5% CO₂.

4 uL of 4x lysis buffer with blocking reagent (1:25) (Cisbio) are added to each well and plates are rotated gently (300 rpm) for 30 minutes at room temperature. 4 uL per well of Cisbio anti Phospho-ERK 1/2 d2 is mixed with anti Phospho-ERK 1/2 Cryptate (1:1) are added to each well, mixed by rotation and incubated overnight in the dark at room temperature. Plates are read on the Pherastar plate reader at 665 nm and 620 nm wavelengths. IC₅₀ determination is performed by fitting the curve of inhibitor percent inhibition versus the log of the inhibitor concentration using the GraphPad Prism 7 software.

Example D: Whole Blood pERK1/2 HTRF Assay

MIA PaCa-2 cells (KRAS G12C; ATCC® CRL-1420) and HPAF-II (KRAS G12D; ATCC® CRL-1997) are maintained in RPMI 1640 with 10% FBS (Gibco/Life Technologies). The cells are seeded into 96 well tissue culture plates (Corning #3596) at 25000 cells per well in 100 uL media and cultured for 2 days at 37° C., 5% CO₂ so that they are approximately 80% confluent at the start of the assay. Whole Blood are added to the 1 uL dots of compounds (prepared in DMSO) in 96 well plates and mixed gently by pipetting up and down so that the concentration of the compound in blood is 1x of desired concentration. The media is aspirated from the cells and 50 uL per well of whole blood with G12C or G12D compound is added and incubated for 4 or 2 hours respectively at 37° C., 5% CO₂. After dumping the blood, the plates are gently washed twice by adding PBS to the side of the wells and dumping the PBS from the plate onto a paper towel, tapping the plate to drain well. 50 ul/well of 1× lysis buffer #1 (Cisbio) with blocking reagent (1:25) (Cisbio) is then added and incubated at room temperature for 30 minutes with shaking (250 rpm). Following lysis, 16 uL of lysate is transferred into 384-well Greiner small volume white plate using an Assist Plus (Integra Biosciences, NH). 4 uL of 1:1 mixture of anti Phospho-ERK 1/2 d2 and anti Phospho-ERK 1/2 Cryptate (Cisbio) is added to the wells using the Assist Plus and incubated at room temperature overnight in the dark. Plates are read on the Pherastar plate reader at 665 nm and 620 nm wavelengths. IC₅₀ determination is performed by fitting the curve of inhibitor percent inhibition versus the log of the inhibitor concentration using the GraphPad Prism 7 software.

Example E: Ras Activation Elisa

The 96-Well Ras Activation ELISA Kit (Cell Biolabs Inc; #STA441) uses the Raf1 RBD (Rho binding domain) bound to a 96-well plate to selectively pull down the active form of Ras from cell lysates. The captured GTP-Ras is then detected by a pan-Ras antibody and HRP-conjugated secondary antibody.

MIA PaCa-2 cells (KRAS G12C; ATCC@ CRL-1420) and HPAF-II (KRAS G12D; ATCC@ CRL-1997) are maintained in RPMI 1640 with 10% FBS (Gibco/Life Technologies). The cells are seeded into 96 well tissue culture plates (Corning #3596) at 25000 cells per well in 100 uL media and cultured for 2 days at 37° C., 5% CO₂ so that they are approximately 80% confluent at the start of the assay. The cells are treated with compounds for either 2 hours or overnight at 37° C., 5% CO₂. At the time of harvesting, the cells are washed with PBS, drained well and then lysed with 50 uL of the 1x Lysis buffer (provided by the kit) plus added Halt Protease and Phosphatase inhibitors (1:100) for 1 hour on ice.

The Raf-1 RBD is diluted 1:500 in Assay Diluent (provided in kit) and 100 μL of the diluted Raf-1 RBD is added to each well of the Raf-1 RBD Capture Plate. The plate is covered with a plate sealing film and incubated at room temperature for 1 hour on an orbital shaker. The plate is washed 3 times with 250 μL 1× Wash Buffer per well with thorough aspiration between each wash. 50 μL of Ras lysate sample (10-100 μg) is added per well in duplicate. A “no cell lysate” control is added in a couple of wells for background determination. 50 μL of Assay Diluent is added immediately to each well and the plate is incubated at room temperature for 1 hour on an orbital shaker. The plate is washed 5 times with 250 μL 1× Wash Buffer per well with thorough aspiration between each wash. 100 μL of the diluted Anti-pan-Ras Antibody is added to each well and the plate is incubated at room temperature for 1 hour on an orbital shaker. The plate is washed 5 times as previously. 100 μL of the diluted Secondary Antibody, HRP Conjugate is added to each well and the plate is incubated at room temperature for 1 hour on an orbital shaker. The plate is washed 5 times as previously and drained well. 100 μL of Chemiluminescent Reagent (provided in the kit) is added to each well, including the blank wells. The plate is incubated at room temperature for 5 minutes on an orbital shaker before the luminescence of each microwell is read on a plate luminometer. The % inhibition is calculated relative to the DMSO control wells after a background level of the “no lysate control” is subtracted from all the values. IC₅₀ determination is performed by fitting the curve of inhibitor percent inhibition versus the log of the inhibitor concentration using the GraphPad Prism 7 software.

Example F: Inhibition of RAS-RAF and PI3K-AKT Pathways

The cellular potency of compounds is determined by measuring phosphorylation of KRAS downstream effectors extracellular-signal-regulated kinase (ERK), ribosomal S6 kinase (RSK), AKT (also known as protein kinase B, PKB) and downstream substrate S6 ribosomal protein.

To measure phosphorylated extracellular-signal-regulated kinase (ERK), ribosomal S6 kinase (RSK), AKT and S6 ribosomal protein, cells (details regarding the cell lines and types of data produced are further detailed in Table 4) are seeded overnight in Corning 96-well tissue culture treated plates in RPMI medium with 10% FBS at 4×10⁴ cells/well. The following day, cells are incubated in the presence or absence of a concentration range of test compounds for 4 hours at 37° C., 5% CO₂. Cells are washed with PBS and lysed with 1x lysis buffer (Cisbio) with protease and phosphatase inhibitors. 10 μg of total protein lysates is subjected to SDS-PAGE and immunoblot analysis using following antibodies: phospho-ERK1/2-Thr202/Tyr204 (#9101L), total-ERK1/2 (#9102L), phosphor-AKT-Ser473 (#4060L), phospho-p90RSK-Ser380 (#11989S) and phospho-S6 ribosomal protein-Ser235/Ser236 (#2211S) are from Cell Signaling Technologies (Danvers, Mass.).

TABLE 4 Cell Line Histology KRAS alteration Readout H358 Lung G12C pERK, pAKT MIA PaCa-2 Pancreas G12C pERK, pAKT HPAF II Pancreas G12D pERK, pAKT SU.86.86 Pancreas G12D pERK, pAKT PaTu 8988s Pancreas G12V pERK, pAKT H441 Lung G12V pERK, pAKT

Example G: In Vivo Efficacy Studies

Mia-Paca-2 human pancreatic cancer cells are obtained from the American Type Culture Collection and maintained in RPMI media supplemented with 10% FBS. For efficacy studies experiments, 5×10⁶ Mia-Paca-2 cells are inoculated subcutaneously into the right hind flank of 6- to 8-week-old BALB/c nude mice (Charles River Laboratories, Wilmington, Mass., USA). When tumor volumes are approximately 150-250 mm3, mice are randomized by tumor volume and compounds are orally administered. Tumor volume is calculated using the formula (L×W²)/2, where L and W refer to the length and width dimensions, respectively. Tumor growth inhibition is calculated using the formula (1−(V_(T)/V_(C)))×100, where V_(T) is the tumor volume of the treatment group on the last day of treatment, and V_(C) is the tumor volume of the control group on the last day of treatment. Two-way analysis of variance with Dunnett's multiple comparisons test is used to determine statistical differences between treatment groups (GraphPad Prism). Mice are housed at 10-12 animals per cage, and are provided enrichment and exposed to 12-hour light/dark cycles. Mice whose tumor volumes exceeded limits (10% of body weight) are humanely euthanized by CO₂ inhalation. Animals are maintained in a barrier facility fully accredited by the Association for Assessment and Accreditation of Laboratory Animal Care, International. All of the procedures are conducted in accordance with the US Public Service Policy on Human Care and Use of Laboratory Animals and with Incyte Animal Care and Use Committee Guidelines.

Various modifications of the present disclosure, in addition to those described herein, will be apparent to those skilled in the art from the foregoing description. Such modifications are also intended to fall within the scope of the appended claims. Each reference, including without limitation all patent, patent applications, and publications, cited in the present application is incorporated herein by reference in its entirety. 

1. A compound of Formula I:

or a pharmaceutically acceptable salt thereof, wherein:

represents a single bond or a double bond; -AR¹=BR²— is selected from —N═CR²— and —CR¹═N—; X is selected from N and CR⁵; Y is selected from N and CR⁶; R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2), C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))R^(b2), NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2), and BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; when

of R³N

CR⁴ represents a single bond, then R⁴ is selected from ═O and ═S; and R³ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; or when

of R³N

CR⁴ represents a double bond, then R³ is absent; and R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3)OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3), NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), C(═NR^(e3))R^(b3), C(═NOR^(a3))R^(b3), C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))R^(b3), NR^(c3)S(O)R^(b3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3), S(O)R^(b3), S(O)NR^(c3)R^(d3), S(O)₂R^(b3), S(O)₂NR^(c3)R^(d3), and BR^(h3)R^(i3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; R⁵ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a5), SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5), OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5), NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), C(═NR^(e5))R^(b5), C(═NOR^(a5))R^(b5), C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))R^(b5), NR^(c5)S(O)R^(b5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5), S(O)R^(b5), S(O)NR^(c5)R^(d5), S(O)₂R^(b5), S(O)₂NR^(c5)R^(d5), and BR^(h5)R^(i5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a6), SR^(a6), C(O)R^(b6), C(O)NR^(c)R^(d6), C(O)OR^(a6)OC(O)R^(b6), OC(O)NR^(c6)R^(d6), NR^(c6)R^(d6), NR^(c6)C(O)R^(b6), NR^(c6)C(O)OR^(a6), NR^(c6)C(O)NR^(c6)R^(d6), C(═NR^(e6))R^(b6), C(═NOR^(a6))R^(b6), C(═NR^(e6))NR^(c6)R^(d6), NR^(c6)C(═NR^(e6))NR^(c6)R^(d6), NR^(c6)C(═NR^(e6))R^(b6), NR^(c6)S(O)R^(b6), NR^(c6)S(O)₂R^(b6), NR^(c6)S(O)₂NR^(c6)R^(d6), S(O)R^(b6), S(O)NR^(c6)R^(d6), S(O)₂R^(b6), S(O)₂NR^(c6)R^(d6), and BR^(h6)R^(i6); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰; R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), C(═NR^(e7))R^(b7), C(═NOR^(a7))R^(b7), C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))R^(b7), NR^(c7)S(O)R^(b7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7), S(O)R^(b7), S(O)NR^(c7)R^(d7), S(O)₂R^(b7), S(O)₂NR^(c7)R^(d7), and BR^(h7)R^(i7); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; Cy² is selected from C₃₋₁₀ cycloalkyl, 4-14 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-14 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-14 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-14 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R²⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a1), NR^(c10)C(O)NR^(c10)R^(d10), C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10), C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10), S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10), and BR^(h10)R^(i10); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11), C(O)NR^(c11)R^(d11), C(O)OR^(a11), OC(O)R^(b11), OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11), NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11), NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11), S(O)₂R^(b11), S(O)₂NR^(c11)R^(d11), and BR^(h11)R^(i11); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²; each R¹² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a12), SR^(a12), C(O)R^(b12), C(O)NR^(c12)R^(d12), C(O)OR^(a12), OC(O)R^(b12), OC(O)NR^(c12)R^(d12), NR^(c12)R^(d12), NR^(c12)C(O)R^(b12), NR^(c12)C(O)OR^(a12), NR^(c12)C(O)NR^(c12)R^(d12), NR^(c12)S(O)R^(b12), NR^(c12)S(O)₂R^(b12), NR^(c12)S(O)₂NR^(c12)R^(d12), S(O)R^(b12), S(O)NR^(c12)R^(d12), S(O)₂R^(b12), S(O)₂NR^(c12)R^(d12), and BR^(h12)R^(i12); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a20), SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20), C(═NR^(e20))R^(b20), C(═NOR^(a20))R^(b20), C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)S(O)R^(b20), NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20), S(O)NR^(c20)R^(d20), S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and BR^(h20)R^(i20); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; each R²¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a21), SR^(a21), C(O)R^(b21), C(O)NR^(c21)R^(d21), C(O)OR^(a21), OC(O)R^(b21), OC(O)NR^(c21)R^(d21), NR^(c21)R^(d21), NR^(c21)C(O)R^(b21), NR^(c21)C(O)OR^(a21), NR^(c21)C(O)NR^(c21)R^(d21), NR^(c21)S(O)R^(b21), NR^(c21)S(O)₂R^(b21), NR^(c21)S(O)₂NR^(c21)R^(d21), S(O)R^(b21), S(O)NR^(c21)R^(d21), S(O)₂R^(b21), S(O)₂NR^(c21)R^(d21), and BR^(h21)R^(i21); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²; each R²² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a22), SR^(a22), C(O)R^(b22), C(O)NR^(c22)R^(d22), C(O)OR^(a22), OC(O)R^(b22), OC(O)NR^(c22)R^(d22), NR^(c22)R^(d22), NR^(c22)C(O)R^(b22), NR^(c22)C(O)OR^(a22), NR^(c22)C(O)NR^(c22)R^(d22), NR^(c22)S(O)R^(b22), NR^(c22)S(O)₂R^(b22), NR^(c22)S(O)₂NR^(c22)R^(d22), S(O)R^(b22), S(O)NR^(c22)R^(d22), S(O)₂R^(b22), S(O)₂NR^(c22)R^(d22), and BR^(h22)R^(i22); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a23), SR^(a23), C(O)R^(b23), C(O)NR^(c23)R^(d23), C(O)OR^(a23), OC(O)R^(b23), OC(O)NR^(c23)R^(d23), NR^(c23)R^(d23), NR^(c23)C(O)R^(b23), NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23), NR^(c23)S(O)R^(b23), NR^(c23)S(O)₂R^(b23), NR^(c23)S(O)₂NR^(c23)R^(d23), S(O)R^(b23), S(O)NR^(c23)R^(d23), S(O)₂R^(b23), S(O)₂NR^(c23)R^(d23), and BR^(h23)R^(i23); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁴; each R²⁴ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a24), SR^(a24), C(O)R^(b24), C(O)NR^(c24)R^(d24), C(O)OR^(a24) OC(O)R^(b24), OC(O)NR^(c24)R^(d24), NR^(c24)R^(d24), NR^(c24)C(O)R^(b24), NR^(c24)C(O)OR^(a24), NR^(c24)C(O)NR^(c24)R^(d24), NR^(c24)S(O)R^(b24), NR^(c24)S(O)₂R^(b24), NR^(c24)S(O)₂NR^(c24)R^(d24), S(O)R^(b24), S(O)NR^(c24)R^(d24), S(O)₂R^(b24), S(O)₂NR^(c24)R^(d24), and BR^(h24)R^(i24); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a30), SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)R^(b30), NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)R^(b30), S(O)NR^(c30)R^(d30), S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and BR^(h30)R^(i30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31), OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31), NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31), NR^(c31)S(O)R^(b31), NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31), S(O)NR^(c31)R^(d31), S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and BR^(h31)R^(i31); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²; each R³² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a32), SR^(a32), C(O)R^(b32), C(O)NR^(c32)R^(d32), C(O)OR^(a32), OC(O)R^(b32), OC(O)NR^(c32)R^(d32), NR^(c32)R^(d32), NR^(c32)C(O)R^(b32), NR³²C(O)OR^(a32), NR^(c32)C(O)NR^(c32)R^(d32), NR^(c32)S(O)R^(b32), NR^(c32)S(O)₂R^(b32), NR^(c32)S(O)₂NR^(c32)R^(d32), S(O)R^(b32), S(O)NR^(c32)R^(d32), S(O)₂R^(b32), S(O)₂NR^(c32)R^(d32), and BR^(h32)R^(i32); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a60), SR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), OC(O)R^(b60), OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60), NR^(c60)C(O)R^(b60), NR^(c60)C(O)OR^(a60), NR^(c60)C(O)NR^(c60)R^(d60), NR^(c60)S(O)R^(b60), NR^(c60)S(O)₂R^(b60), NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)R^(b60), S(O)NR^(c60)R^(d60), S(O)₂R^(b60), S(O)₂NR^(c60)R^(d60), and BR^(h60)R^(i60); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶¹; each R⁶¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a61), SR^(a61), C(O)R^(b61), C(O)NR^(c61)R^(d61), C(O)OR^(a61), OC(O)R^(b61), OC(O)NR^(c61)R^(d61), NR^(c61)R^(d61), NR^(c61)C(O)R^(b61), NR^(c61)C(O)OR^(a61), NR^(c61)C(O)NR^(c61)R^(d61), NR^(c61)S(O)R^(b61), NR^(c61)S(O)₂R^(b61), NR^(c61)S(O)₂NR^(c61)R^(d61), S(O)R^(b61), S(O)NR^(c61)R^(d61), S(O)₂R^(b61), S(O)₂NR^(c61)R^(d61), and BR^(h61)R^(i61); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶²; each R⁶² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a62), SR^(a62), C(O)R^(b62), C(O)NR^(c62)R^(d62), C(O)OR^(a62), OC(O)R^(b62), OC(O)NR^(c62)R^(d62), NR^(c62)R^(d62), NR^(c62)C(O)R^(b62), NR⁶²C(O)OR^(a62), NR^(c62)C(O)NR^(c62)R^(d62), NR^(c62)S(O)R^(b62), NR^(c62)S(O)₂R^(b62), NR^(c62)S(O)₂NR^(c62)R^(d62), S(O)R^(b62), S(O)NR^(c62)R^(d62), S(O)₂R^(b62), S(O)₂NR^(c62)R^(d62), and BR^(h62)R^(i62); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R⁷⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a70), SR^(a70), C(O)R^(b70), C(O)NR^(c70)R^(d70), C(O)OR^(a70), OC(O)R^(b70), OC(O)NR^(c70)R^(d70), NR^(c70)R^(d70), NR^(c70)C(O)R^(b70), NR^(c70)C(O)OR^(a70), NR^(c70)C(O)NR^(c70)R^(d70), NR^(c70)S(O)R^(b70), NR^(c70)S(O)₂R^(b70), NR^(c70)S(O)₂NR^(c70)R^(d70), S(O)R^(b70), S(O)NR^(c70)R^(d70), S(O)₂R^(b70), S(O)₂NR^(c70)R^(d70), and BR^(h70)R^(i70); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g); each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h1) and R^(i1) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; each R^(e3) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h3) and R^(i3) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h3) and R^(i3) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a5), R^(b5), R^(c5), and R^(d5) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c5) and R^(d5) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g); each R^(e5) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h5) and R^(i5) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h5) and R^(i5) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a6), R^(b6), R^(c6), and R^(d6) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰; or any R^(c6) and R^(d6) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁶⁰; each R^(e6) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h6) and R^(i6) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h6) and R^(i6) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; or any R^(c7) and R^(d7) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; each R^(e7) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h7) and R^(i7) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h7) and R^(i7) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a11), R^(b11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹²; or any R^(c11) and R^(d11) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R¹²; each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a12), R^(b12), R^(c12) and R^(d12), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h12) and R^(i12) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h12) and R^(i12) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; or any R^(c20) and R^(d20) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; each R^(e20) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a21), R^(b21), R^(c21) and R^(d21), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²; or any R^(c21) and R^(d21) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R²²; each R^(h21) and R^(i21) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h21) and R^(i21) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a22), R^(b22), R^(c22) and R^(d22), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h22) and R^(i22) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h22) and R^(i22) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a23), R^(b23), R^(c23) and R^(d23), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²⁴; or any R^(c23) and R^(d23) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R²⁴; each R^(h23) and R^(i23) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h23) and R^(i23) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a24), R^(b24), R^(c24) and R^(d24), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h24) and R^(i24) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h24) and R^(i24) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a31), R^(b31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²; or any R^(c31) and R^(d31) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R³²; each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a32), R^(b32), R^(c32) and R^(d32), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c32) and R^(d32) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h32) and R^(i32) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h32) and R^(i32) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl, are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶¹; or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶¹; each R^(h60) and R^(i60) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h60) and R^(i60) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a61), R^(b61), R^(c61) and R^(d61), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶²; or any R^(c61) and R^(d61) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁶²; each R^(h61) and R^(i61) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h61) and R^(i61) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a62), R^(b62), R^(c62) and R^(d62), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c62) and R^(d62) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h62) and R^(i62) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h62) and R^(i62) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a70), R^(b70), R^(c70) and R^(d70) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c70) and R^(d70) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); each R^(h70) and R^(i70) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h70) and R^(i70) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; and each R^(g) is independently selected from D, OH, NO₂, CN, halo, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₃₋₆ cycloalkyl-C₁₋₂ alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁-3 alkoxy-C₁₋₃ alkyl, C₁₋₃ alkoxy-C₁₋₃ alkoxy, HO—C₁₋₃ alkoxy, HO—C₁₋₃ alkyl, cyano-C₁₋₃ alkyl, H₂N—C₁₋₃ alkyl, amino, C₁₋₆ alkylamino, di(C₁₋₆ alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆ alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, carboxy, C₁₋₆ alkylcarbonyl, C₁₋₆ alkoxycarbonyl, C₁₋₆ alkylcarbonylamino, C₁₋₆ alkoxycarbonylamino, C₁₋₆ alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆ alkylaminocarbonyloxy, di(C₁₋₆ alkyl)aminocarbonyloxy, C₁₋₆ alkylsulfonylamino, aminosulfonyl, C₁₋₆ alkylaminosulfonyl, di(C₁₋₆ alkyl)aminosulfonyl, aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆ alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆ alkylaminocarbonylamino, and di(C₁₋₆ alkyl)aminocarbonylamino; provided that, (a) Cy¹ is other than 3,5-dimethylisoxazol-4-yl; and (b) R³ is other than CH₂CF₃.
 2. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein

represents a single bond or a double bond; -AR¹=BR²— is selected from —N═CR²— and —CR¹═N—; X is selected from N and CR⁵; Y is selected from N and CR⁶; R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)R^(b1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)R^(b1), S(O)NR^(c1)R^(d1), S(O)₂R^(b1), S(O)₂NR^(c1)R^(d1), and BR^(h1)R^(i1); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), C(═NR^(e2))R^(b2), C(═NOR^(a2))R^(b2), C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))NR^(c2)R^(d2), NR^(c2)C(═NR^(e2))R^(b2), NR^(c2)S(O)R^(b2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)R^(b2), S(O)NR^(c2)R^(d2), S(O)₂R^(b2), S(O)₂NR^(c2)R^(d2), and BR^(h2)R^(i2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 6-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; when

of R³N

CR⁴ represents a single bond, then R⁴ is selected from ═O and ═S; and R³ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, and 5-10 membered heteroaryl-C₁₋₃ alkylene; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; or when

of R³N

CR⁴ represents a double bond, then R³ is absent; and R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c)R^(d3), C(O)OR^(a3)OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3), NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), C(═NR^(e3))R^(b3), C(═NOR^(a3))R^(b3), C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))NR^(c3)R^(d3), NR^(c3)C(═NR^(e3))R^(b3), NR^(c3)S(O)R^(b3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3), S(O)R^(b3), S(O)NR^(c3)R^(d3), S(O)₂R^(b3), S(O)₂NR^(c3)R^(d3), and BR^(h3)R^(i3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; R⁵ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a5), SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5), OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5), NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), C(═NR^(e5))R^(b5), C(═NOR^(a5))R^(b5), C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))NR^(c5)R^(d5), NR^(c5)C(═NR^(e5))R^(b5), NR^(c5)S(O)R^(b5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5), S(O)R^(b5), S(O)NR^(c5)R^(d5), S(O)₂R^(b5), S(O)₂NR^(c5)R^(d5), and BR^(h5)R^(i5); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a6), SR^(a6), C(O)R^(b6), C(O)NR^(c6)R^(d6), C(O)OR^(a6), OC(O)R^(b6), OC(O)NR^(c6)R^(d6), NR^(c6)R^(d6), NR^(c6)C(O)R^(b6), NR^(c6)C(O)OR^(a6), NR^(c6)C(O)NR^(c6)R^(d6), C(═NR^(e6))R^(b6), C(═NOR^(a6))R^(b6), C(═NR^(e6))NR^(c6)R^(d6), NR^(c6)C(═NR^(e6))NR^(c6)R^(d6), NR^(c6)C(═NR^(e6))R^(b6), NR^(c6)S(O)R^(b6), NR^(c6)S(O)₂R^(b6), NR^(c6)S(O)₂NR^(c6)R^(d6), S(O)R^(b6), S(O)NR^(c6)R^(d6), S(O)₂R^(b6), S(O)₂NR^(c6)R^(d6), and BR^(h6)R^(i6); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰; R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, NO₂, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), C(═NR^(e7))R^(b7), C(═NOR^(a7))R^(b7), C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))NR^(c7)R^(d7), NR^(c7)C(═NR^(e7))R^(b7), NR^(c7)S(O)R^(b7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7), S(O)R^(b7), S(O)NR^(c7)R^(d7), S(O)₂R^(b7), S(O)₂NR^(c7)R^(d7), and BR^(h7)R^(i7); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; Cy² is selected from C₃₋₁₀ cycloalkyl, 4-14 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-14 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-14 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-14 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R²⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), C(═NR^(e10))R^(b10), C(═NOR^(a10))R^(b10), C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)C(═NR^(e10))NR^(c10)R^(d10), NR^(c10)S(O)R^(b10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)R^(b10), S(O)NR^(c10)R^(d10), S(O)₂R^(b10), S(O)₂NR^(c10)R^(d10), and BR^(h10)R^(i10); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R¹¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a11), SR^(a11), C(O)R^(b11), C(O)NR^(c11)R^(d11), C(O)OR^(a11), OC(O)R^(b11), OC(O)NR^(c11)R^(d11), NR^(c11)R^(d11), NR^(c11)C(O)R^(b11), NR^(c11)C(O)OR^(a11), NR^(c11)C(O)NR^(c11)R^(d11), NR^(c11)S(O)R^(b11), NR^(c11)S(O)₂R^(b11), NR^(c11)S(O)₂NR^(c11)R^(d11), S(O)R^(b11), S(O)NR^(c11)R^(d11), S(O)₂R^(b11), S(O)₂NR^(c11)R^(d11), and BR^(h11)R^(i11); each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a20), SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20), C(═NR^(e20))R^(b20), C(═NOR^(a20))R^(b20), C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)C(═NR^(e20))NR^(c20)R^(d20), NR^(c20)S(O)R^(b20), NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)R^(b20), S(O)NR^(c20)R^(d20), S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20), and BR^(h20)R^(i20); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂-6 alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; each R²¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a21), SR^(a21), C(O)R^(b21), C(O)NR^(c21)R^(d21), C(O)OR^(a21), OC(O)R^(b21), OC(O)NR^(c21)R^(d21), NR^(c21)R^(d21), NR^(c21)C(O)R^(b21), NR^(c21)C(O)OR^(a21), NR^(c21)C(O)NR^(c21)R^(d21), NR^(c21)S(O)R^(b21), NR^(c21)S(O)₂R^(b21), NR^(c21)S(O)₂NR^(c21)R^(d21), S(O)R^(b21), S(O)NR^(c21)R^(d21), S(O)₂R^(b21), S(O)₂NR^(c21)R^(d21), and BR^(h21)R^(i21); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²; each R²² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a22), SR^(a22), C(O)R^(b22), C(O)NR^(c22)R^(d22)C (O)OR^(a22), OC(O)R^(b22), OC(O)NR^(c22)R^(d22), NR^(c22)R^(d22), NR^(c22)C(O)R^(b22), NR^(c22)C(O)OR^(a22), NR^(c22)C(O)NR^(c22)R^(d22), NR^(c22)S(O)R^(b22), NR^(c22)S(O)₂R^(b22), NR^(c22)S(O)₂NR^(c22)R^(d22), S(O)R^(b22), S(O)NR^(c22)R^(d22), S(O)₂R^(b22), S(O)₂NR^(c22)R^(d22), and BR^(h22)R^(i22); each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a23), SR^(a23), C(O)R^(b23), C(O)NR^(c23)R^(d23), C(O)OR^(a23), OC(O)R^(b23), OC(O)NR^(c23)R^(d23), NR^(c23)R^(d23), NR^(c23)C(O)R^(b23), NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23), NR^(c23)S(O)R^(b23), NR^(c23)S(O)₂R^(b23), NR^(c23)S(O)₂NR^(c23)R^(d23), S(O)R^(b23), S(O)NR^(c23)R^(d23), S(O)₂R^(b23), S(O)₂NR^(c23)R^(d23), and BR^(h23)R^(i23); each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a30), SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)R^(b30), NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)R^(b30), S(O)NR^(c30)R^(d30), S(O)₂R^(b30), S(O)₂NR^(c30)R^(d30), and BR^(h30)R^(i30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31), OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c1)C(O)R^(b31), NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31), NR^(c31)S(O)R^(b31), NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)R^(b31), S(O)NR^(c31)R^(d31), S(O)₂R^(b31), S(O)₂NR^(c31)R^(d31), and BR^(h31)R^(i31); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²; each R³² is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, 4-7 membered heterocycloalkyl, halo, D, CN, OR^(a32), SR^(a32), C(O)R^(b32), C(O)NR^(c32)R^(d32), C(O)OR^(a32), OC(O)R^(b32), OC(O)NR^(c32)R^(d32), NR^(c32)R^(d32), NR^(c32)C(O)R^(b32), NR³²C(O)OR^(a32), NR^(c32)C(O)NR^(c32)R^(d32), NR^(c32)S(O)R^(b32), NR^(c32)S(O)₂R^(b32), NR^(c32)S(O)₂NR^(c32)R^(d32), S(O)R^(b32), S(O)NR^(c2)R^(d32), S(O)₂R^(b32), S(O)₂NR^(c32)R^(d32), and BR^(h32)R^(i32); each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a60), SR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), OC(O)R^(b60), OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60), NR^(c60)C(O)R^(b60), NR^(c60)C(O)OR^(a60), NR^(c60)C(O)NR^(c60)R^(d60), NR^(c60)S(O)R^(b60), NR^(c60)S(O)₂R^(b60), NR^(c60)S(O)₂NR^(d60)R^(d60), S(O)R^(b60), S(O)NR^(c60)R^(d60), S(O)₂R^(b60), S(O)₂NR^(c60)R^(d60), and BR^(h60)R^(i60); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶¹; each R⁶¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a61), SR^(a61), C(O)R^(b61), C(O)NR^(c61)R^(d61), C(O)OR^(a61), OC(O)R^(b61), OC(O)NR^(c61)R^(d61), NR^(c61)R^(d61), NR^(c61)C(O)R^(b61), NR^(c61)C(O)OR^(a61), NR^(c61)C(O)NR^(c61)R^(d61), NR^(c61)S(O)R^(b61), NR^(c61)S(O)₂R^(b61), NR^(c61)S(O)₂NR^(c61)R^(d61), S(O)R^(b61), S(O)NR^(c61)R^(d61), S(O)₂R^(b61), S(O)₂NR^(c61)R^(d61), and BR^(h61)R^(i61); each R⁷⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, NO₂, OR^(a70), SR^(a70), C(O)R^(b70), C(O)NR^(c70)R^(d70), C(O)OR^(a70), OC(O)R^(b70), OC(O)NR^(c70)R^(d70), NR^(c70)R^(d70), NR^(c70)C(O)R^(b70), NR^(c70)C(O)OR^(a70), NR^(c70)C(O)NR^(c70)R^(d70), NR^(c70)S(O)R^(b70), NR^(c70)S(O)₂R^(b70), NR^(c70)S(O)₂NR^(c70)R^(d70), S(O)R^(b70), S(O)NR^(c70)R^(d70), S(O)₂R^(b70), S(O)₂NR^(c70)R^(d70), and BR^(h70)R^(i70); each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g); each R^(h1) and R^(i1) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h1) and R^(i1) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; each R^(e2) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h2) and R^(i2) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h2) and R^(i2) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; each R^(e3) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h3) and R^(i3) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h3) and R^(i3) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a5), R^(b5), R^(c5), and R^(d5) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R^(g); or any R^(c5) and R^(d5) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R^(g); each R^(e5) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h5) and R^(i5) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h5) and R^(i5) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a6), R^(b6), R^(c6), and R^(d6) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰; or any R^(c6) and R^(d6) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁶⁰; each R^(e6) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h6) and R^(i6) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h6) and R^(i6) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; or any R^(c7) and R^(d7) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁷⁰; each R^(e7) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h7) and R⁷ is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h7) and R^(i7) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R¹¹; each R^(e10) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h10) and R^(i10) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h10) and R^(i10) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a11), R^(b11), R^(c11) and R^(d11), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl, and 4-7 membered heterocycloalkyl; or any R^(c11) and R^(d11) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(h11) and R^(i11) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h11) and R^(i11) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; or any R^(c20) and R^(d20) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; each R^(e20) is independently selected from H, CN, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₁₋₆ alkylthio, C₁₋₆ alkylsulfonyl, C₁₋₆ alkylcarbonyl, C₁₋₆ alkylaminosulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, aminosulfonyl, C₁₋₆ alkylaminosulfonyl and di(C₁₋₆ alkyl)aminosulfonyl; each R^(h20) and R^(i20) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h20) and R^(i20) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a21), R^(b21), R^(c21) and R^(d21), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²²; or any R^(c21) and R^(d21) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R²²; each R^(h21) and R^(i21) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h21) and R^(i21) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a22), R^(b22), R^(c22) and R^(d22), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; each R^(h22) and R^(i22) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h22) and R^(i22) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a23), R^(b23), R^(c23) and R^(d23), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; or any R^(c23) and R^(d23) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(h23) and R^(i23) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h23) and R^(i23) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R^(h30) and R^(i30) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h30) and R^(i30) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a31), R^(b31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; wherein said C₁₋₆ alkyl C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³²; or any R^(c31) and R^(d31) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R³²; each R^(h31) and R^(i31) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h31) and R^(i31) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a32), R^(b32), R^(c32) and R^(d32), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl and C₁₋₆ haloalkyl; or any R^(c32) and R^(d32) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(h32) and R^(i32) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h32) and R^(i32) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶¹; or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶¹; each R^(h60) and R^(i60) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h60) and R^(i60) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a61), R^(b61), R^(c61) and R^(d61), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; or any R^(c61) and R^(d61) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(h61) and R^(i61) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h61) and R^(i61) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; each R^(a70), R^(b70), R^(c70) and R^(d70) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c70) and R^(d70) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(h70) and R^(i70) is independently selected from OH, C₁₋₆ alkoxy, and C₁₋₆ haloalkoxy; or any R^(h70) and R^(i70) attached to the same B atom, together with the B atom to which they are attached, form a 5- or 6-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from C₁₋₆ alkyl and C₁₋₆ haloalkyl; and each R^(g) is independently selected from D, OH, NO₂, CN, halo, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, C₃₋₆ cycloalkyl-C₁₋₂ alkylene, C₁₋₆ alkoxy, C₁₋₆ haloalkoxy, C₁₋₃ alkoxy-C₁₋₃ alkyl, C₁₋₃ alkoxy-C₁₋₃ alkoxy, HO—C₁₋₃ alkoxy, HO—C₁₋₃ alkyl, cyano-C₁₋₃ alkyl, H₂N—C₁₋₃ alkyl, amino, C₁₋₆ alkylamino, di(C₁₋₆ alkyl)amino, thio, C₁₋₆ alkylthio, C₁₋₆ alkylsulfinyl, C₁₋₆ alkylsulfonyl, carbamyl, C₁₋₆ alkylcarbamyl, di(C₁₋₆ alkyl)carbamyl, carboxy, C₁₋₆ alkylcarbonyl, C₁₋₆ alkoxycarbonyl, C₁₋₆ alkylcarbonylamino, C₁₋₆ alkoxycarbonylamino, C₁₋₆ alkylcarbonyloxy, aminocarbonyloxy, C₁₋₆ alkylaminocarbonyloxy, di(C₁₋₆ alkyl)aminocarbonyloxy, C₁₋₆ alkylsulfonylamino, aminosulfonyl, C₁₋₆ alkylaminosulfonyl, di(C₁₋₆ alkyl)aminosulfonyl, aminosulfonylamino, C₁₋₆ alkylaminosulfonylamino, di(C₁₋₆ alkyl)aminosulfonylamino, aminocarbonylamino, C₁₋₆ alkylaminocarbonylamino, and di(C₁₋₆ alkyl)aminocarbonylamino.
 3. The compound of claim 1, wherein the compound of Formula I is a compound of Formula II:

or a pharmaceutically acceptable salt thereof, wherein: -AR¹=BR²— is selected from —N═CR²— and —CR¹═N—; X is selected from N and CR⁵; Y is selected from N and CR⁶; R¹ is selected from H, D, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, halo, CN, OR^(a1), SR^(a1), C(O)R^(b1), C(O)NR^(c1)R^(d1), C(O)OR^(a1), OC(O)R^(b1), OC(O)NR^(c1)R^(d1), NR^(c1)R^(d1), NR^(c1)C(O)R^(b1), NR^(c1)C(O)OR^(a1), NR^(c1)C(O)NR^(c1)R^(d1), NR^(c1)S(O)₂R^(b1), NR^(c1)S(O)₂NR^(c1)R^(d1), S(O)₂R^(b1), and S(O)₂NR^(c1)R^(d1); R² is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a2), SR^(a2), C(O)R^(b2), C(O)NR^(c2)R^(d2), C(O)OR^(a2), OC(O)R^(b2), OC(O)NR^(c2)R^(d2), NR^(c2)R^(d2), NR^(c2)C(O)R^(b2), NR^(c2)C(O)OR^(a2), NR^(c2)C(O)NR^(c2)R^(d2), NR^(c2)S(O)₂R^(b2), NR^(c2)S(O)₂NR^(c2)R^(d2), S(O)₂R^(b2), and S(O)₂NR^(c2)R^(d2); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 6-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R¹⁰; R⁴ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a3), SR^(a3), C(O)R^(b3), C(O)NR^(c3)R^(d3), C(O)OR^(a3), OC(O)R^(b3), OC(O)NR^(c3)R^(d3), NR^(c3)R^(d3), NR^(c3)C(O)R^(b3), NR^(c3)C(O)OR^(a3), NR^(c3)C(O)NR^(c3)R^(d3), NR^(c3)S(O)₂R^(b3), NR^(c3)S(O)₂NR^(c3)R^(d3), S(O)₂R^(b3), and S(O)₂NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; R⁵ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a5), SR^(a5), C(O)R^(b5), C(O)NR^(c5)R^(d5), C(O)OR^(a5), OC(O)R^(b5), OC(O)NR^(c5)R^(d5), NR^(c5)R^(d5), NR^(c5)C(O)R^(b5), NR^(c5)C(O)OR^(a5), NR^(c5)C(O)NR^(c5)R^(d5), NR^(c5)S(O)₂R^(b5), NR^(c5)S(O)₂NR^(c5)R^(d5)S(O)₂R^(b5), and S(O)₂NR^(c5)R^(d5); R⁶ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a6), SR^(a6), C(O)R^(b6), C(O)NR^(c6)R^(d6), C(O)OR^(a6), OC(O)R^(b6)OC(O)NR^(c6)R^(d6), NR^(c6)R^(d6), NR^(c6)C(O)R^(b6), NR^(c6)C(O)OR^(a6), NR^(c6)C(O)NR^(c6)R^(d6), NR^(c6)S(O)₂R^(b6), NR^(c6)S(O)₂NR^(c6)R^(d6), S(O)₂R^(b6), and S(O)₂NR^(c6)R^(d6); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰; R⁷ is selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃ alkylene, halo, D, CN, OR^(a7), SR^(a7), C(O)R^(b7), C(O)NR^(c7)R^(d7), C(O)OR^(a7), OC(O)R^(b7), OC(O)NR^(c7)R^(d7), NR^(c7)R^(d7), NR^(c7)C(O)R^(b7), NR^(c7)C(O)OR^(a7), NR^(c7)C(O)NR^(c7)R^(d7), NR^(c7)S(O)₂R^(b7), NR^(c7)S(O)₂NR^(c7)R^(d7), S(O)₂R^(b7), and S(O)₂NR^(c7)R^(d7); Cy² is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 5-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 5-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3 or 4 substituents independently selected from R²⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a10), SR^(a10), C(O)R^(b10), C(O)NR^(c10)R^(d10), C(O)OR^(a10), OC(O)R^(b10), OC(O)NR^(c10)R^(d10), NR^(c10)R^(d10), NR^(c10)C(O)R^(b10), NR^(c10)C(O)OR^(a10), NR^(c10)C(O)NR^(c10)R^(d10), NR^(c10)S(O)₂R^(b10), NR^(c10)S(O)₂NR^(c10)R^(d10), S(O)₂R^(b10), and S(O)₂NR^(c10)R^(d10); each R²⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a20), SR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20), C(O)OR^(a20), OC(O)R^(b20), OC(O)NR^(c20)R^(d20), NR^(c20)R^(d20), NR^(c20)C(O)R^(b20), NR^(c20)C(O)OR^(a20), NR^(c20)C(O)NR^(c20)R^(d20), NR^(c20)S(O)₂R^(b20), NR^(c20)S(O)₂NR^(c20)R^(d20), S(O)₂R^(b20), S(O)₂NR^(c20)R^(d20); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; each R²¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a21), SR^(a21), C(O)R^(b21), C(O)NR^(c21)R^(d21), C(O)OR^(a21), OC(O)R^(b21), OC(O)NR^(c21)R^(d21), NR^(c21)R^(d21), NR^(c21)C(O)R^(b21), NR^(c21)C(O)OR^(a21), NR^(c21)C(O)NR^(c21)R^(d21), NR^(c21)S(O)₂R^(b21), NR^(c21)S(O)₂NR^(c21)R^(d21), S(O)₂R^(b21), and S(O)₂NR^(c21)R^(d21); each R²³ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a23), SR^(a23), C(O)R^(b23), C(O)NR^(c23)R^(d23), C(O)OR^(a23), OC(O)R^(b23), OC(O)NR^(c23)R^(d23), NR^(c23)R^(d23), NR^(c23)C(O)R^(b23), NR^(c23)C(O)OR^(a23), NR^(c23)C(O)NR^(c23)R^(d23), NR^(c23)S(O)₂R^(b23), NR^(c23)S(O)₂NR^(c23)R^(d23), S(O)₂R^(b23), and S(O)₂NR^(c23)R^(d23); each R³⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a3), SR^(a30), C(O)R^(b30), C(O)NR^(c30)R^(d30), C(O)OR^(a30), OC(O)R^(b30), OC(O)NR^(c30)R^(d30), NR^(c30)R^(d30), NR^(c30)C(O)R^(b30), NR^(c30)C(O)OR^(a30), NR^(c30)C(O)NR^(c30)R^(d30), NR^(c30)S(O)₂R^(b30), NR^(c30)S(O)₂NR^(c30)R^(d30), S(O)₂R^(b30), and S(O)₂NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene and 5-10 membered heteroaryl-C₁₋₃ alkylene are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a31), SR^(a31), C(O)R^(b31), C(O)NR^(c31)R^(d31), C(O)OR^(a31), OC(O)R^(b31), OC(O)NR^(c31)R^(d31), NR^(c31)R^(d31), NR^(c31)C(O)R^(b31), NR^(c31)C(O)OR^(a31), NR^(c31)C(O)NR^(c31)R^(d31), NR^(c31)S(O)₂R^(b31), NR^(c31)S(O)₂NR^(c31)R^(d31), S(O)₂R^(b31), and S(O)₂NR^(c31)R^(d31); each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl, 5-10 membered heteroaryl, C₃₋₁₀ cycloalkyl-C₁₋₃ alkylene, 4-10 membered heterocycloalkyl-C₁₋₃ alkylene, C₆₋₁₀ aryl-C₁₋₃ alkylene, 5-10 membered heteroaryl-C₁₋₃alkylene, halo, D, CN, OR^(a60), SR^(a60), C(O)R^(b60), C(O)NR^(c0)R^(d60), C(O)OR^(a60), OC(O)R^(b60), OC(O)NR^(c60)R^(d60), NR^(c60)R^(d60), NR^(c60)C(O)R^(b60), NR^(c60)C(O)OR^(a60), NR^(c60)C(O)NR^(c60)R^(d60), NR^(c60)S(O)₂R^(b60), NR^(c60)S(O)₂NR^(c60)R^(d60), S(O)₂R^(b60), and S(O)₂NR^(c60)R^(d60); each R^(a1), R^(b1), R^(c1), and R^(d1) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c1) and R^(d1) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a2), R^(b2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; or any R^(c2) and R^(d2) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²³; each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³⁰; each R^(a5), R^(b)s, R^(c5), and R^(d5) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c5) and R^(d5) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a6), R^(b6), R^(c6), and R^(d6) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R⁶⁰; or any R^(c6) and R^(d6) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2 or 3 substituents independently selected from R⁶⁰; each R^(a7), R^(b7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c7) and R^(d7) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; or any R^(c10) and R^(d10) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂-6 alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; or any R^(c20) and R^(d20) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R²¹; each R^(a21), R^(b21), R^(c21) and R^(d21), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; or any R^(c21) and R^(d21) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a23), R^(b23), R^(c23) and R^(d23), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; or any R^(c23) and R^(d23) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a30), R^(b30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl are each optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group optionally substituted with 1, 2, 3, or 4 substituents independently selected from R³¹; each R^(a31), R^(b31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₆ cycloalkyl, phenyl, 5-6 membered heteroaryl and 4-7 membered heterocycloalkyl; or any R^(c31) and R^(d31) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group; each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 5-10 membered heteroaryl; and or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, 6- or 7-membered heterocycloalkyl group.
 4. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein -AR¹=BR²— is selected from —N═CR²— and —CR¹═N—; X is selected from N and CR⁵; Y is selected from N and CR⁶; R¹ is selected from H, D, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; R² is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a2), and NR^(c2)R^(d2); wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²³; Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 6-10 membered heteroaryl and 4-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1, 2 or 3 substituents independently selected from R¹⁰; R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, D, CN, OR^(a3), C(O)NR^(c3)R^(d3) and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰; R⁵ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a5), and NR^(c5)R^(d5); R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a6), and NR^(c6)R^(d6); wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from R⁶⁰; R⁷ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl, halo, D, CN, OR^(a7), and NR^(c7)R^(d7); Cy² is selected from 4-7 membered heterocycloalkyl; wherein the 4-7 membered heterocycloalkyl has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein a ring-forming carbon atom of 4-7 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 4-7 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R²⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a10), C(O)NR^(c10)R^(d10), and NR^(c10)R^(d10); each R²⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a20), C(O)R^(b20), C(O)NR^(c20)R^(d20) and NR^(c20)R^(d20); wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²¹; each R²¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a21), and NR^(c21)R^(d21); each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a23), and NR^(c23)R^(d23); each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a30), C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl, are each optionally substituted with 1 or 2 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, OR^(a31), and NR^(c31)R^(d31); each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60) and NR^(c60)R^(d60); each R^(a2), R^(c2) and R^(d2) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²³; each R^(a3), R^(b3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl; wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰; or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³⁰; each R^(a5), R^(c5), and R^(d5) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a6), R^(c6), and R^(d6) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R⁶⁰; each R^(a7), R^(c7) and R^(d7) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a10), R^(b10), R^(c10) and R^(d10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a20), R^(b20), R^(c20) and R^(d20) is independently selected from H, C₁₋₆ alkyl, C₂₋₆ alkenyl, C₂₋₆ alkynyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl, C₂₋₆ alkenyl, and C₂₋₆ alkynyl are each optionally substituted with 1, 2, or 3 substituents independently selected from R²¹; each R^(a21), R^(c21) and R^(d21), is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a23), R^(c23) and R^(d23), is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³¹; each R^(a31), R^(c31) and R^(d31), is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl; each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, C₃₋₁₀ cycloalkyl, and 4-10 membered heterocycloalkyl; and or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group.
 5. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein -AR¹=BR²— is selected from —N═CR²— and —CR¹═N—; X is selected from N and CR⁵; Y is selected from N and CR⁶; R¹ is H; R² is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²³; Cy¹ is selected from C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 4-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; and wherein the C₃₋₁₀ cycloalkyl, 4-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R¹⁰; R⁴ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, halo, CN, OR^(a3), and NR^(c3)R^(d3); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰; R⁵ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; R⁶ is selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R⁶⁰; R⁷ is selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl, halo, D, and CN; Cy² is selected from 4-6 membered heterocycloalkyl; wherein the 4-6 membered heterocycloalkyl has at least one ring-forming carbon atom and 1 or 2 ring-forming heteroatoms independently selected from N, and O; and wherein the 4-6 membered heterocycloalkyl is optionally substituted with 1 or 2 substituents independently selected from R²⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, and OR^(a10); each R²⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, CN, and C(O)R^(b20); wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R²¹; each R²¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN; each R²³ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN; each R³⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a3), C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl, and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, halo, D, and CN; each R⁶⁰ is independently selected from C₁₋₆ alkyl, C₁₋₆ haloalkyl, 4-10 membered heterocycloalkyl, halo, D, CN, OR^(a60), C(O)R^(b60), C(O)NR^(c60)R^(d60), C(O)OR^(a60), and NR^(c60)R^(d60); each R^(a3), R^(c3) and R^(d3) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰; or any R^(c3) and R^(d3) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³⁰; each R^(a10) is independently selected from H, C₁₋₆ alkyl, and C₁₋₆ haloalkyl; each R^(b20) is independently selected from C₂₋₆ alkenyl, and C₂₋₆ alkynyl; wherein said C₂₋₆ alkenyl and C₂₋₆ alkynyl are each optionally substituted with 1, 2, or 3 substituents independently selected from R²¹; each R^(a30), R^(c30) and R^(d30) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹; or any R^(c30) and R^(d30) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group optionally substituted with 1 or 2 substituents independently selected from R³¹; each R^(a60), R^(b60), R^(c60) and R^(d60) is independently selected from H, C₁₋₆ alkyl, C₁₋₆ haloalkyl, and 4-10 membered heterocycloalkyl; and or any R^(c60) and R^(d60) attached to the same N atom, together with the N atom to which they are attached, form a 4-, 5-, or 6-membered heterocycloalkyl group.
 6. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein -AR¹=BR²— is selected from —N═CR²— and —CR¹═N—; X is N or CR⁵; Y is N or CR⁶; R¹ is H; R² is C₁₋₆ alkyl optionally substituted with 1, 2, or 3 substituents independently selected from R²³; Cy¹ is selected from napthyl, benzothiazolyl, chromyl, phenyl, indolyl, indolinyl, tetrahydroquinolinyl, dihydroindenyl, quinolinyl, and indazolyl, all of which are optionally substituted with 1, 2, or 3 substituents independently selected from R¹⁰; R⁴ is selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, 6-10 membered heteroaryl, and OR^(a3); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 6-10 membered heteroaryl are each optionally substituted with 1, 2, or 3 substituents independently selected from R³⁰; R⁵ is H; R⁶ is C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, dihydroindolizinonyl, wherein C₁₋₆ alkyl and 4-10 membered heterocycloalkyl are optionally substituted with 1, 2, or 3 substituents independently selected from R⁶⁰; R⁷ is C₁₋₃ alkyl or halo; Cy² is 4-14 membered heterocycloalkyl optionally substituted with 1, 2, or 3 substituents independently selected from R²⁰; each R¹⁰ is independently selected from C₁₋₆ alkyl, halo, CN, and OH; each R²⁰ is independently selected from C₁₋₆ alkyl and C(O)R^(b20); wherein said C₁₋₆ alkyl is optionally substituted with 1, 2, or 3 substituents independently selected from R²¹; each R²¹ is independently selected from halo and CN; each R²³ is CN; each R³⁰ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30) wherein said 4-10 membered heterocycloalkyl is optionally substituted with 1, 2, or 3 substituents independently selected from R³¹; each R³¹ is independently selected from C₁₋₆ alkyl and halo; each R⁶⁰ is independently selected from 4-10 membered heterocycloalkyl, pyridinonyl, C(O)NR^(c60)R^(d60), C(O)R^(a60) and C(O)OR^(a60); each R^(a3) is C₁₋₆ alkyl optionally substituted with 1, 2, or 3 substituents independently selected from R³⁰; each R^(b20) is C₂₋₆ alkenyl optionally substituted with 1, 2, or 3 substituents independently selected from R²¹; each R^(c30) and R^(d30) is independently H or C₁₋₆ alkyl; and each R^(a60), R^(c60) and R^(d60) is independently H or C₁₋₆ alkyl.
 7. (canceled)
 8. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein -AR¹=BR²— is —N═CR²—.
 9. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein -AR¹=BR²— is —CR¹═N—. 10-12. (canceled)
 13. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R¹ is H.
 14. (canceled)
 15. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R² is C₁₋₆ alkyl optionally substituted with CN.
 16. (canceled)
 13. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy¹ is selected from 5-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl; wherein the 5-10 membered heterocycloalkyl and 6-10 membered heteroaryl each has at least one ring-forming carbon atom and 1, 2, 3, or 4 ring-forming heteroatoms independently selected from N, O, and S; wherein the N and S are optionally oxidized; wherein a ring-forming carbon atom of 6-10 membered heteroaryl and 5-10 membered heterocycloalkyl is optionally substituted by oxo to form a carbonyl group; and wherein the 5-10 membered heterocycloalkyl, C₆₋₁₀ aryl and 6-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R¹⁰.
 18. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein

of R³N

CR⁴ represents a double bond, and R³ is absent.
 19. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R⁴ is selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, 5-10 membered heteroaryl, and OR^(a3); wherein said C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, and 5-10 membered heteroaryl are each optionally substituted with 1 or 2 substituents independently selected from R³⁰.
 20. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R⁵ is H.
 21. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R⁶ is selected from C₁₋₆ alkyl and 4-10 membered heterocycloalkyl; wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R⁶⁰.
 22. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R⁷ is selected from H, C₁₋₃ alkyl, and halo.
 23. (canceled)
 24. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein Cy² is 4-6 membered heterocycloalkyl optionally substituted with 1 or 2 substituents independently selected from R²⁰.
 25. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R¹⁰ is independently selected from C₁₋₆ alkyl, halo, CN, and OH.
 26. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R²⁰ is independently selected from C₁₋₆ alkyl and C(O)C₂₋₆ alkenyl; wherein said C₁₋₆ alkyl and C₂₋₆ alkenyl are each optionally substituted with 1 or 2 substituents independently selected from CN and halo.
 27. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R³⁰ is independently selected from C₁₋₆ alkyl, 4-10 membered heterocycloalkyl, C(O)NR^(c30)R^(d30), and NR^(c30)R^(d30); wherein said C₁₋₆ alkyl and 4-10 membered heterocycloalkyl are each optionally substituted with 1 or 2 substituents independently selected from R³¹.
 28. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R⁶⁰ is independently selected from 4-10 membered heterocycloalkyl, C(O)R^(b60), C(O)NR^(c60)R^(d60), and C(O)OR^(a60).
 29. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R^(a3) is C₁₋₆ alkyl optionally substituted with 1 or 2 substituents independently selected from R³⁰; and each R³⁰ is 4-10 membered heterocycloalkyl optionally substituted with 1 or 2 substituents independently selected from C₁₋₆ alkyl.
 30. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein each R^(c30) and R^(d30) is independently selected from H and C₁₋₆ alkyl; wherein said C₁₋₆ alkyl is optionally substituted with 1 or 2 substituents independently selected from R³¹.
 31. The compound of claim 1, or a pharmaceutically acceptable salt thereof, wherein R^(a60), R^(c60) and R^(d60) is C₁₋₆ alkyl.
 32. The compound of claim 1, wherein the compound of Formula I is selected from: methyl 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)propanoate; methyl 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-4-(((2R,7aS)-2-fluorotetrahydro-1H-pyrrolizin-7a(5H)-yl)methoxy)-7-(3-hydroxynaphthalen-1-yl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)propanoate; 4-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-2-methyl-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-7-yl)naphthalen-2-ol; 4-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-2-methyl-4-((tetrahydro-1H-pyrrolizin-7a(5H)-yl)methoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-7-yl)naphthalen-2-ol; 3-((1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-4-methyl-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)methyl)oxazolidin-2-one; 3-((1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(5-fluoro-1H-indol-3-yl)-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)methyl)oxazolidin-2-one; 3-((1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(3,4-dihydroquinolin-1(2H)-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)methyl)oxazolidin-2-one; 1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(indolin-1-yl)-2-methyl-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridine; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-imidazo[4,5-c][1,6]naphthyridin-2-yl)-N,N-dimethylpropanamide; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(3-cyano-2,3-dihydro-1H-inden-4-yl)-4-(3-(dimethylamino)azetidin-1-yl)-6-fluoro-1H-imidazo[4,5-c][1,6]naphthyridin-2-yl)-N,N-dimethylpropanamide; methyl 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-4-(3-(dimethylamino)azetidin-1-yl)-6-fluoro-7-(3-hydroxynaphthalen-1-yl)-1H-imidazo[4,5-c][1,6]naphthyridin-2-yl)propanoate; 2-((2S,4S)-4-(4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-7-(5-fluoroquinolin-8-yl)-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)-1-((E)-4-fluorobut-2-enoyl)piperidin-2-yl)acetonitrile; 2-((2S,4S)-4-(7-(5,6-dimethyl-1H-indazol-3-yl)-4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-1-yl)-1-(2-fluoroacryloyl)piperidin-2-yl)acetonitrile; 8-(1-((2S,4S)-2-(cyanomethyl)-1-(2-fluoroacryloyl)piperidin-4-yl)-4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-7-yl)-1-naphthonitrile; 8-(1-((2S,4S)-2-(cyanomethyl)-1-((E)-4-fluorobut-2-enoyl)piperidin-4-yl)-4-(3-(ethyl(methyl)amino)azetidin-1-yl)-6-fluoro-1H-[1,2,3]triazolo[4,5-c][1,6]naphthyridin-7-yl)-1-naphthonitrile; 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-4-(3-(dimethylamino)azetidin-1-yl)-7-(3-hydroxynaphthalen-1-yl)-6,8-dimethyl-1H-imidazo[4,5-c][1,5]naphthyridin-2-yl)-N,N-dimethylpropanamide; and 3-(1-((endo)-2-azabicyclo[2.1.1]hexan-5-yl)-8-(2-cyanoethyl)-4-(3-(dimethylamino)azetidin-1-yl)-7-(3-hydroxynaphthalen-1-yl)-1H-imidazo[4,5-c][1,5]naphthyridin-2-yl)-N,N-dimethylpropanamide; or a pharmaceutically acceptable salt thereof.
 33. The compound of claim 1, wherein the compound of Formula I is selected from: 4-(1-((1R,4R,5S)-2-Azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-2-methyl-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-7-yl)-6-fluoronaphthalen-2-ol; 1-((R)-2-(7-(Benzo[d]thiazol-4-yl)-1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidin-1-yl)ethan-1-one; 3-(1-((1R,4R,5S)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-(chroman-8-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)-2,3-dihydroindolizin-5(1H)-one; 1-((R)-1-(1-((1R,4R,5S)-2-Azabicyclo[2.1.1]hexan-5-yl)-7-(chroman-8-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)ethyl)pyridin-2(1H)-one; Methyl (R)-2-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(2,3-dichlorophenyl)-4-(3-(dimethylamino)-3-methylazetidin-1-yl)-6-fluoro-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate; Methyl (R)-2-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(2,3-dichlorophenyl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate; and Methyl (R)-2-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(2-chloro-3-methylphenyl)-6-fluoro-4-(6-(methylcarbamoyl)pyridin-2-yl)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate; or a pharmaceutically acceptable salt thereof.
 34. The compound of claim 1, wherein the compound of Formula I is selected from: methyl (R)-2-(7-(benzo[d]thiazol-4-yl)-1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-6-fluoro-4-(((S)-1-(pyrrolidin-1-yl)propan-2-yl)oxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)pyrrolidine-1-carboxylate; (7aS)-5-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(chroman-8-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)tetrahydro-1H,3H-pyrrolo[1,2-c]oxazol-3-one; and 4-(1-((1R,4R,5S)-2-azabicyclo[2.1.1]hexan-5-yl)-7-(chroman-8-yl)-6-fluoro-4-((S)-1-((S)-1-methylpyrrolidin-2-yl)ethoxy)-1H-pyrrolo[3,2-c][1,6]naphthyridin-2-yl)-N,N,1-trimethyl-1H-pyrazole-3-carboxamide; or a pharmaceutically acceptable salt thereof.
 35. A pharmaceutical composition comprising a compound of claim 1, or a pharmaceutically acceptable salt thereof, and at least one pharmaceutically acceptable carrier or excipient.
 36. A method of inhibiting KRAS activity, said method comprising contacting a compound of claim 1, or a pharmaceutically acceptable salt thereof, with KRAS.
 37. (canceled)
 38. A method of treating a disease or disorder associated with inhibition of KRAS interaction, said method comprising administering to a patient in need thereof a therapeutically effective amount of a compound of claim 1, or a pharmaceutically acceptable salt thereof; wherein the disease or disorder is an immunological or inflammatory disorder.
 39. (canceled)
 40. The method of claim 38, wherein the immunological or inflammatory disorder is Ras-associated lymphoproliferative disorder and juvenile myelomonocytic leukemia caused by somatic mutations of KRAS.
 41. A method for treating a cancer in a patient, said method comprising administering to the patient a therapeutically effective amount of the compound of claim 1, or a pharmaceutically acceptable salt thereof; wherein the cancer is selected from carcinomas, hematological cancers, sarcomas, and glioblastoma.
 42. (canceled)
 43. The method of claim 41, wherein the hematological cancer is selected from myeloproliferative neoplasms, myelodysplastic syndrome, chronic and juvenile myelomonocytic leukemia, acute myeloid leukemia, acute lymphocytic leukemia, and multiple myeloma.
 44. The method of claim 41, wherein the carcinoma is selected from pancreatic, colorectal, lung, bladder, gastric, esophageal, breast, head and neck, cervical, skin, and thyroid.
 45. A method of treating a disease or disorder associated with inhibiting a KRAS protein harboring a G12V mutation, said method comprising administering to a patient in need thereof a therapeutically effective amount of the compound of claim 1, or a pharmaceutically acceptable salt thereof. 